Love, Regret, Reconciliation: Life
by Koriat Cyredanthem
Summary: Leo's been missing for weeks. When he returns, he's changed very obviously. And when Shredder strikes, things go down the sewer fast! Leo's been turned evil... I do not own the turtles. This is NOT part of the "Changed" series.
1. Appearances Can be Decieving

A/N: I couldn't think without writing this, so please read this and tell me if you want me to continue it

**A/N: I couldn't think without writing this, so please read this and tell me if you want me to continue it. It'll be slow going, but I couldn't concentrate on The Vampire Comes Out at Night without typing this little thing. Thanks!**

Raph growled, his shell clicking gently against Don's. Mikey had his back to his brothers.

_I can't believe I'm saying this, but I wish Fearless was here,_ Raph thought to himself, facing the Foot with his Sai drawn. This was an army of ninja they were facing; plus Shredder and Karai, who stood at the fore.

"So, you decided you had to attack us when we're one short?" Raph snarled, twisting his weapons.

"The blue one will be killed later," Shredder said in his metallic voice. "He will suffer knowing he could have helped you but didn't!"

With that, the Shredder and his army attacked. Raph, Don, and Mikey fought and fought, swinging punches when they were disarmed.

The foot suddenly drew back. Shredder seemed to smile as he walked slowly forward. Raph's chest was heaving with exertion. He put up his fists, though, as Shredder raised his spiked gauntlet.

"No!" a voice suddenly called. Something banged into Shredder, metal on metal, and the overlord flew backwards into his legions. Raph turned to see his rescuer, but all he saw was a hulking shadow. "You will leave them alone!" the shadow ordered, seeming to stand up and standing almost seven feet tall.

Raph thought he recognized the voice, but wasn't sure.

Shredder stood up again and looked at the new comer. "Who are you? You have no business here tonight."

"I have much business with you," the figure said, shifting. "And you will leave them _alone_ if you know what is good for you."

"You would dare to fight us? When we have you overpowered eighty to four?" Shredder sneered.

"Those who fight without honor, die without honor," the shadow said. Raph inhaled sharply. _That sounded like… Leo!_

The figure stepped forward. It _was_ Leo… Sort of. Instead of his organic body, their brother seemed incased in a metal suit. The arm raised and a machine gun fired.

The Foot fled. Shredder stood among the bullets dinging off his armor and sneered.

The cyborg's machine gun sunk into his arm and popped back out, a normal hand. Well, metallic normal hand.

"You'd better get out of here, Shredder," Leo said, his voice chilling. "I have not forgiven you for what you did to me."

"It was lucky for you those Utrom filth rescued you," Shredder sneered, but he backed off and disappeared.

"L-Leo?" Don asked, stepping forward. Leo swung around to face his brothers and they saw that he was almost all metal. Only half of his face was visible.

"Hi," Leo whispered, his metal half of his face expressionless and staring at them with one red eye. His organic face showed remorse and sorrow.

"What… What happened?" Don asked, putting his Bo away.

"I'll tell you later. The Foot are still around."

"Dude, you're like… a robot!" Mikey cried, putting his nunchucks away. Leo seemed to chuckle, but the metallic tinge to his voice made it eerie.

"The correct term is "cyborg", Mikey. Part organic, but in my case, mostly mechanical. To sum it all up, the Utroms saved me from Shredder a few weeks ago when I was on a training run. I was beat badly. They saved what they could… But I depend on this suit for survival now."

Leo seemed sad as he walked towards the edge of the building. "You think you can keep up?" he asked teasingly. They were only a few blocks from the warehouse, and Leo went slowly so his brothers could keep up easily. They were very tired after the battle.

When they got to the warehouse, Donnie keyed the code into the elevator, which pinged and appeared for them. All four stepped in, a little crowded with Leo's new body.

Don eyed it as they traveled down to the lair. When the door opened again, Leo was the first out and he waited for them.

Master Splinter appeared out of his room and gave a small gasp at seeing his eldest son again… In such a different way.

"My sons, who is this?" he asked carefully.

"It's me, Master Splinter," Leo said before his brothers could intervene. "Leonardo."

"Leonardo?" Master Splinter repeated, confused. "What has happened?"

"That is a story best suited for telling in the dojo, since we can all sit in comfort," Leo smiled. At least, half of his face smiled. The other half was a metal plate, sculpted in a kind of reminder of Leo's real face, the red eye staring.

"Can I get us some food?" Mikey asked. "I'm starving!"

"Okay," Leo agreed. He moved off towards the dojo.

"Umm... Do you want any?" Mikey asked, uncertain.

"Yes, Mikey, I _do_ eat to sustain the organic parts of me, and I could use a bite. Thanks." Leo disappeared into the dojo, followed swiftly by Don and Raph. Master Splinter gathered his walking cane and joined his sons. Mikey entered with pizza slices on plates.

"So, what happened?" Don asked around a bite of pizza.

Leo was sitting across from them. His metal body was crouched, the joints apparently locked. "Okay, listen closely," he said, putting aside his pizza.


	2. Explanations

As Leo sat across from them, Don gazed at his brother's new body, noticing the advanced armor and weaponry systems

**A/N: So, like the teaser? Well, here's some more. Don't worry, I'll type the last two books of "Changed" but I had to crank this out of my system. Otherwise, I'd have included it in "Changed Book 3" and that wouldn't be good at all. UH UH. Anyway, read and review. This'll take longer, sorry.**

As Leo sat across from them, Don gazed at his brother's new body, noticing the advanced armor and weaponry systems. Mikey listened with a heavy heart, as did Master Splinter. Raph was beating himself up for letting Leo get hurt like this.

"A few weeks ago, I went on a training run as per usual," Leo explained, his voice canned but still like his old voice. "I was running on the rooftops on Third when an army of Foot surrounded me."

_Leo cursed silently as he pulled his katanas from the sheaths. _I shouldn't have been so stupid,_ he thought to himself. He'd been distracted and this army had been able to sneak up on him._

_He stared around him at the horde that surrounded him for several rooftops in every direction. _Where'd Saki get all these Foot ninjas?_ Leo asked himself._

"_Our Master orders that we bring you to him, and if that proves impossible, we are to kill you. It is your choice, beast," a chilling voice from behind him said. He spun around to come face-to-face with the Foot Elite; the one with the spear was speaking._

_Leo was silent. His throaty growl was his answer; he would be defiant to his last breath. The Elite made a sign, and the army surged forward._

_For a while, Leo held his own, putting his shell to a machine on the roof and fighting off the Foot. Then one katana was lost, followed soon by the second. He was worn out by then, and his punches and kicks were hardly affecting the tough humans._

_Finally, they got holds on his wrists, and two of the ninja pushed his arms back against the cement, throwing him to his shell. Leo struggled valiantly, but was unable to shift his captors._

_Suddenly, the Elite appeared again. The one with the spear raised his weapon. Leo's eyes bulged as it entered his right arm, pinning the forearm down ruthlessly. He tried to be silent, but as more sharp blades were forced through his arms and legs to hold him to the cement, Leo found himself crying out when a new sword was plunged into his torn flesh._

_The Elite stood back, finally, to see their handiwork. Leo was bleeding out, he could feel it. Each arm had no less than ten swords stuck through it, and his legs had even more various types of blades._

_And then, the worst blow of them yet. The Elite dragged all of the weapons out slowly. He bellowed in pain. _

_Leo was unable to feel his arms or legs, and he looked around, fearing that they were cut off completely. They weren't, but he knew that they might as well have been. _

"_Why do you not surrender?" the Elite asked, peering down at the turtle. Leo desperately tried to speak, to tell them that he _would_ surrender, but nothing came out of his mouth. "Fine. Die!"_

_The Elite stabbed his sword again, and Leo felt it slide into his abdomen. He could feel it touch his ribs and he had a spasm attack as the Elite withdrew his sword._

_They stabbed him again and again. _I was hoping I could die for my brothers,_ Leo thought bitterly. He was numb all over, long past any hope of recovery. He blacked out. Leo welcomed the peaceful dreams he slipped into happily._

_Suddenly, he heard sounds. Beeping. Voices. Canned voices. Metal clinking._

"_Hello?" a voice said. Leo tried to open his eyes but found it too hard. "Come on, turtle, wake up. You are well again."_

What?_ Leo thought to himself. He forced his eyes opened but frowned. His vision was different. He could only see out of his left eye. He tried to raise a hand, but couldn't. In panic, Leo looked down as much as he could. Metal obscured his vision. It was strapped to his body, legs, and arms. He couldn't feel anything except his neck and head. _

"_What- What happened?" he whispered, hoarse._

"_You nearly died," the voice said. Leo focused on the speaker and drew back in alarm. It was an Utrom, in a robotic body in the shape of a human. "We saved you. Well, the important part."_

"_The… Important part?" Leo repeated quietly. "What do you mean?"_

"_Rest now, young one. You are in safe hands. We will try to restore your body." He touched a button and Leo felt himself losing conscience._

"_My… Brothers," Leo moaned softly before falling into oblivion._

"I woke a week later," Leo said. "The Utrom said that his name was Captain Morteus. He said that they were unsuccessful with restoring my organic body. It was then I realized that I was… Like this. I spent another week learning the functions and how to access everything. Then I was allowed to go, though they offered to teach me more and take me in. When I told them about us, they said that they had heard of us from their friends, but they wouldn't tell me any more. I'm sorry I didn't get back sooner."

"Nonsense," Don snorted. "You're lucky to be alive, Leo. Can I ask something?"

"Sure." Leo's one eye blinked.

"Um… How much of your organic body is left?" Don winced. He hadn't meant for it to come out like that. Raph did as well, but Leo smiled reassuringly.

"Actually, they were able to clone my organs, so I have those. But my arms and legs are toast. And- No, let me show you," he suddenly said, standing up. He stood still for a moment, and then his armor suddenly disappeared. They could see organs, connected by metal tubes, and Leo's head and neck along with his right shoulder. Parts of his plastron were gone, but other than that, his chest was fine.

"Amazing," Don breathed, staring. Leo's armor flickered back into view and the cyborg nodded.

"The Utroms are very advanced," he said unnecessarily. They had all seen the space ships and robots the Utroms had created. "But tell me what has been happening to you."

"We've been scouting, looking for you," Raph said gruffly. "Why didn't you send a note? A call? Even a damn "Hi, I'm alive" note would have been better. We didn't know _what_ happened. We found a _lot_ of blood and your mask. Nothing else." He stood up and knocked on Leo's metal chest.

"I'm sorry, Raph. I was out cold most of the time. And when I was learning, I _tried_ to tell them that I needed to contact you, but they said that they had. I guess they didn't."

"They don't know where our new lair is," Don said. "Remember? We've changed since we last had contact. Though they could scan for us."

"It does not matter," Master Splinter suddenly said. All four faced him. "You are back together. Leonardo has returned. He can lead you again."

"Yeah, and kick anyone's butt from here to the moon," Mikey threw in nervously. Leo laughed quietly.

"Not quite, Mikey. But I could blast them pretty far, I admit."

"My sons, Raphael, Donatello, Leonardo, Michelangelo, please do spend some time together. You have all suffered. I will meditate. Leonardo, it is good to have you home." The aged rat stood and bowed slightly to his son, who immediately bent at the waist with a slight hiss from his metal body and smiled gently.

"Leo, can we talk?" Don asked, looking at his brother's new body eagerly. "Did the Utroms teach you how to take care of that? And how to repair anything?"

"I'd love to have your help if I need it," Leo laughed, sensing the pleading tone behind Don's brotherly questions. "But for the most part, the nanobots repair me."

"Nanobots?" Don asked.

"Yes, but I will let you take a look anyway. I knew you'd like it." Leo chuckled and pulled his hands into his arms. When they emerged, everyone was surprised to see his katanas. He dropped them and then grew his hands back. "Raph, could you put these away? I saved them but I can't use them. Too strong."

Raph huffed but picked the katanas up reverently. He moved to an ornamental display and placed them on the top. Leo gazed at them sadly for a moment.

"So… Can ya make toast?" Mikey asked, trying to lighten the mood.

"No," Leo answered, startled. "Why?"

"I was thinking you might be a big help in the kitchen, but I guess not." Mikey shrugged. "Hey, wanna play a video game?"

"Uh, sure," Leo said. He followed Mikey back out into the living room. Mikey picked up a controller and turned on the video game system. Then he picked up another, blue in color, and started to hand it to Leo.

"Uh, Mikey, if he can't even use his katanas, don't you think he would crush the controller?" Don asked, lounging on the sofa with Raph.

"Oh, yeah," Mikey realized, looking downcast. Leo smiled and his left index finger disappeared. In its place, a cord came out that looked exactly like the one plugging the game controller into the player.

"Here, plug this in and I can play," Leo said, holding up his hand. Mikey grinned again and did as he was asked, tossing the other controllers to their owners. Leo stood back and then locked his joints again with a click. Raph and Don waited silently as the game began loading. Mikey was looking at Leo before suddenly jumping up and sitting on the cyborg turtle's right shoulder.

"Hey- What?" Leo looked up at Mikey as the Start Game screen appeared. "Fine. But no jumping up and down. I could easily crack this cement if I fell."

"Okay," Mikey agreed, pressing start on his controller.


	3. Time With the Bro's

The game loaded slowly

The game loaded slowly. Leo frowned as Mike started fidgeting. He finally sighed and closed his eye.

Suddenly, the screen went white, and then a face appeared. It was Leo's, but it was wholly flesh. It smiled and Leo did as well.

"Welcome to Race-Your-Brother," the on-screen Leo said. Don was staring at the screen, Raph was glaring at his cybernetic brother, and Mikey was silent, mouth opening and closing.

"Mikey, pick your car," the on-screen Leo said. Instantly, a whole bunch of cars and upgrades appeared. Mikey chose the coolest one he could "afford". "Raph, pick your car," the on-screen version of their brother said to the hothead.

Raph did so, making his faster than Mikey's with some well-thought-out planning. Don did the same, but his had better speed and traction.

"And now I get to pick," Leo murmured from his cyborg body. The fastest car yet appeared on the screen, and when its statistics showed, Raph's eyes bugged. That thing had ten stars on each of the categories.

"No fair!" Mikey cried out mock-angrily, pounding his fist onto Leo's shoulder. He quickly pulled it back with a hiss of pain.

"Play a hack-able game with a cyborg and lose, Mikey," Leo laughed.

The countdown started. Leo's car shot ahead of the others when the race began. Though Leo did nothing on the outside, his car turned and dodged flying debris as they raced through a burning city. Mikey started leaning with his car and was soon jumping up and down on Leo's shoulder. Leo, however, ignored him.

Don played along quietly, taking it slowly. Raph raced like a maniac, and Mikey was little better.

"Hey, we should have been done by now," Mikey whined when half an hour had gone by. "This track is only ten minutes at top speed."

"True," Leo said, "but that's if you play without joining all the tracks together."

They broke out of the burning city into a desert after crossing a bridge with all kinds of mummies and monsters on it they had to dodge. Mikey whined as he and Leo raced across the finish line, nose to nose. Leo was taking it easy; they could all see that by the way he smiled when Mikey's name appeared as the winner.

Mikey cried out in horror as it did, though. Instead of "Battle Nexus Champion", his usual name, it read, "Annoying Gamer". Raph's car was labeled, "Century's Hothead". Don's was called, "Turtle Utrom". Leo's was merely called, "C.I.B.O.".

"Why is it all in capitals?" Don asked, pointing to the thing. Leo unplugged himself with a gentle jerk and turned to face his brother.

"Cybernetic Intrinsically-Biological Organism," Leo explained. "My call sign, you might say."

"Call sign? Why do you need a call sign?" Don wondered out loud, putting his controller neatly away. He caught Mikey's when it was thrown down to him and placed it carefully on top, shutting off the game as well.

"Before I was able to speak, they needed to call me something," Leo explained. "I had to learn how to talk with only half a mouth and that took a while. Until then, I was C.I.B.O, and sometimes called "Cy" for short."

"Hm…" Don watched as Leo reached up and grabbed Mikey gently. He pulled the turtle off his shoulder with the same hand as the shoulder the turtle sat on, the right. "You're pretty flexible."

"It's this stuff," Leo said. "Can practically bend it every which way. But it's programmed to work only like I would normally move my arms. So, I can't turn the elbow around, even though this armor can if manipulated correctly, because I could never do it before with my organic body."

"Leo, you're teasing me," Don accused. "Not to mention, you've picked up quite a bit of knowledge."

"I had to," Leo shrugged. "The Utroms spoke like you do, only a hundred times worst. Instead of, "butt", they said, "posterior". It was a nightmare until I learned what even half the words meant."

Mikey laughed and bolted from the room, soon followed by Raph. The cause was obvious; Mikey had the remote in his hand as he ran. Leo shook his head and then stepped forward, scooping up his brothers in one fell swoop.

"Play nice, or don't play," he said threateningly, his mechanical eye glowing. Everyone could hear the laughter in his voice, though, so Raph just growled at Mikey playfully, who stuck out his tongue at his brothers. Leo then set them down carefully.

"Leo, you can obviously break through walls with that armor," Don said. "So how can you manage to pick Raph and Mikey up without obliterating them?" The two mentioned were out of earshot, but Leo could hear them play-fighting. Or, really, Raph was wailing on Mikey without remorse. He sighed and answered Don's question.

"I _grip_ and _push on_ walls," he said. "I kinda think about… _cuddling_ when I pick up something fragile." Don cocked his head to the side, indicating for Leo to continue. "Um… Alright, here's the deal. You can break things with your Bo, right? You could break an arm easily." Don nodded hesitantly. "Yet you can also catch an egg on it when thrown at you and catch it unbroken. You know the difference in how you hold it and all? Same thing."

"Wow. That's advanced technology to let you do that." Don whistled. "Well, Raph and Mikey are busy. Can I… Look at that?"

"Sure. I'll hop out for a while. I'm no good, but I can move around a little," he added when Don's jaw dropped. "Let's go to your lab, eh?"

"Uh… Yeah…" Leo trooped after Don and they arrived at his lab shortly. It was farthest from the living room. Leo crouched again and his head sunk into the armor. Hissing was heard, and as Don watched, the chest of the machine opened and a smaller exosuit walked out, much like the Utrom's. Leo's face appeared on half of it, too. It looked almost exactly like Leo's old body, but small, thinner, and metallic.

"This is just for when they made adjustments and such," he explained. "It's really all support systems, this exosuit. I also use it when I need to go, you know."

Don smiled hesitantly and looked at the main armor suit.

"Go ahead," Leo laughed. "I'm go grab some shut-eye. I'll be plugged in in the living room if you need me."

"Um, plugged in?" Don asked.

"My body runs on electricity," he explained. "Though I do sleep a few hours every week or so to rest my organic body."

"Uh, okay," Don murmured, turning to the suit.

"And Don, don't break that," Leo added as his exosuit walked steadily towards the living room.

Leo dragged a small chair over to the wall next to a plug and then reached behind him. The battery pack was stored in his armored shell, to protect it and him. He unlatched a compartment and pulled out a male plug.

Humming slightly, Leo made sure the systems were on standby and plugged in, feeling the electricity course through his system and recharge his battery packs. Sighing contentedly, and still humming, he sat in the chair and leaned back, closing his eye. The other side of his face was blank.

He awoke to a high-pitched scream and sat up straight. Mikey was standing in front of him, screaming. Raph was staring, and Don was running towards them, afraid something had happened.

"Shut up, Mikey," Leo ordered, turning down his "ears". "Uh. Can't a guy sleep a little around here? Seriously." He leaned back again and accessed the battery pack status bar. It was full and beeping for release.

"Fine," he grunted to himself. Raph was slowly pulling his mouth shut and Mikey was hyperventilating. Don was glaring at the two turtles as Leo unplugged the cord and tucked it back into his pack, shutting the panel.

"Don, are you done with the big one?" Leo asked, standing up carefully.

"Uh huh, for now. That's really amazing technology, Leo," Don said, gesturing for his eldest brother to follow him. Mikey suddenly started spouting questions.

"Hey, bro, what's with the whole "mini-cyborg" thing? What's it for? Why don't you just use this?"

"In order, this exosuit is merely life support. Nothing in the way of weapons or armor. If you punched this thing, it might take the blow, it might not. It's very vulnerable. And it's only got a small battery pack. I have to recharge it every day, at least. The big one, if I use it normally and don't get into any big fights, will last up to a month before I need to recharge that for a day. But fights take a lot outta me; I can only fire so many rounds on so much power."

They had arrived at the lab. Leo touched the suit and said, "Leonardo," and the chest opened. He walked in and it closed. Soon, his head rose of out the neck and the cyborg stood up carefully, not wanting to hit his head on the ceiling.

"Good work, Don. You found everything vital, tinkered a little, but you managed to put everything back in order," Leo applauded. "That's more than I could do. The first time they had me use the nanobots to repair a small tear, I think I short-circuited the whole building. Or something. I kinda knocked myself out during that little episode. They just told me that I needed to keep the nanobots under tighter control."

"Go figure," Raph grunted, looking up at Leo. "So, um, wanna spar?"

"Sure," Leo answered brightly.

"At least you can't cheat like you did in the race."

"I protest. I was merely overwriting some faulty programming," Leo whined, following his brother into the dojo.

"Uh huh. As I recall, that program was written by Donnie. It wasn't faulty," Raph answered, dropping into a sparring position and bowing slightly. Leo copied his move and Raph attacked as Leo spoke again.

"It was. Something had torn a chuck out of it. Left a huge glitch. I think it was from when Mikey tried to hack it. I righted that and increased the graphics, and added physical laws."

"No more flipping your car and sliding on the roof over the ice?"

"Nope, you die if you do that," Leo said, sliding away from a punch. Don watched, awestruck, as the cyborg moved gracefully like Leo had. Leo caught his gaze and smiled.

"Well, I _did_ say I control my movements with the brain I have left," he said, blocking a punch with ease.


	4. Back to Work

"Geez, you weakling," he teased Raph, who growled and attacked again

"Geez, you weakling," he teased Raph, who growled and attacked again.

"Hey, the lady's division is over here," Mikey called, laughing. Leo suddenly curled into a ball as Raph aimed a kick for his chest. Instead of hitting the wide target, he was now faced with a smooth ball of metal. Leo's head sunk into his chest and in its place rose a small laser.

"Hey, no fair!" Raph snorted, flipping away. The laser retracted and Leo's head popped up again with a large smile on the organic part of his face.

"Shredder doesn't fight fair," he said, the smile disappearing. In its place came a look of remembrance. "He never has and never will," Leo added softly. Raph stood straighter, startled at the haunted look in Leo's single eye. But the cyborg shook it off and faced Raph again.

But Raph saw it. The lingering fear of that fateful meeting. He couldn't understand, but he could sympathize. Shredder was scary, and to be beaten so terribly that he couldn't live without highly advanced alien technology must have scared Leo badly.

Raph let his thinking distract him for a moment too long as Leo placed a gentle hand on his carapace and lifted the turtle up into the air.

"Don't get distracted," he said softly, setting Raph down again. "By the way, where is April and Casey?"

"They will be here for dinner," Master Splinter's voice called from the doorway. Leo spun around and bowed to his sensei, followed swiftly by his brothers. Master Splinter nodded sagely to them and all four straightened.

"My sons, I think it best if you run off some energy before they get here," he said, looking pointedly at a bouncing-off-the-walls Mikey. Leo nodded and scooped the turtle up, placing him on his shoulder and stepping out when Master Splinter left for the kitchen. Don and Raph followed and they piled into the elevator.

Mikey grinned down at Raph, who snorted at the hyper turtle. Leo stepped out of the egg-shaped machine when the door opened and let Mikey down, forcibly.

They all headed for the rooftops, Leo in the lead. Even though he must have weighed almost a thousand five hundred pounds, he landed lightly and near-silently on the thick roofs, keeping to a path that said he was looking for beams to support his weight.

A high-pitched scream interrupted them. Leo stopped and they all looked over the edge of a building. Below, a group of men surrounded an old couple. They were waving sticks, pipes, and guns, obviously asking for money.

"Well, time to get to work," Leo chuckled, putting one hand on ledge. Before anyone could say anything, he had vaulted over and was free falling towards the couple. He landed with a ground-shaking _thump_ that threw the thugs to the ground. The cement under his feet had cracked and he had sunk in to his robotic ankles. Don whistled and went down the fire escape, followed swiftly by his brothers.

Leo stood in between the man and his wife and the thugs. They slowly climbed to their feet, shouting or muttering curses. When they caught sight of the mechanical turtle, though, they shut up as a beam of light from a flashlight landed on his knee. It traveled slowly up and finally lighted on Leo's head, half-turtle, half-machine. Leo smiled evilly and several men dropped their weapons and ran screaming.

Raph and Donnie joined him as Mikey stood over the man and woman, who had fallen down as well, and checked them for bruises or other wounds.

A humming sounded and Leo put out his hands. They sunk to reveal a pair of what looked like giant magnets. The guns and other metal weapons flew towards him and he dropped the magnetic pull, causing them to fall to the ground with a clatter.

"Really, now, run along and play," Leo snorted. "You can't play with the big boys, obviously."

The rest fled, unwilling to defend themselves against Leo's intimidating body and voice. Raph put his Sai away.

"Man, I've missed that," Leo said, pulling the magnets into his arms and pushed his hands out again.

"So, who wants to head to Central Park?" Don asked. "Or the dump?" he added when they were on the roof again. He looked down once more and saw the imprints Leo had left. "Wow. Leo, you're really heavy."

"Yeah. But that's mostly weapons and armor. When they saw all the scars on the skin I had remaining, the Utroms figured they might as well make something really nice to fight with. Unfortunately, they don't get that I needed it light. Ah, well, I'm happy to be alive anyway. Let's head to Central Park," he suggest without pause.

"YAH!" Mikey applauded. "Come on, slow pokes!" Mikey took off running, followed soon by Leo and Raph. Don sighed and took up the rear, like usual.

They soon arrived and the fully-organic turtles sat in trees. Leo hulked below them in the shadows. He carefully looked around before stepped out into the middle of a small field. His brothers joined him and they looked up at the sky. It was beautiful, the stars invisible because of the pollutions but the clouds that hung over New York, lit by the light that never ceased coming from the city, glistened and winked at them.

"Man, you have no idea how much I missed you guys," Leo said, looking down again. Mikey hugged him hard, conveying how much the youngest turtle had missed his eldest brother. Don joined Mikey, and Leo pulled Raph into the group hug.

They all separated with sheepish grins from Don and Raph, but Mikey was more than happy to hug each of his brothers again. Raph took it in full stride, showing Leo that he had changed somewhat.

"It's good to have you back, bro," Raph whispered to him. Leo nodded.

"Good to be back, Raph," he sighed. "Let's head home. April and Casey should be there and we don't want to keep them waiting."

"Okay!" Mikey leaped away happily.

"Where does he get that energy?" Don muttered, following at a more reasonable pace. Raph and Leo smirked and caught up to the two turtles.

They soon reached the warehouse again. Mikey jumped onto Leo's shoulder, which he now named, "Mikey's Perch" and said it was his "special place". Leonardo just grinned and when the elevator stopped, he stepped out and let Mikey stay on his shoulder.

Master Splinter greeted them and said that April and Casey would be over in a few minutes. They were getting a cake, they said. Leo asked if Master Splinter had told them, but Master Splinter said, "No, but they know that something good has happened. They have probably guessed half of the truth."

"Literally," Leo agreed heartily. "Well, then, I might as well plug in a recharge for a few minutes. I don't want to go below half-charge for now."

Mikey jumped off but followed his brother to the wall where a plug was located. Leo crouched again and reached a hand back, opening a panel and pulling out a cord. He plugged it in and to all appearances, began to sleep.

Mikey leaned up against his brother and closed his eyes. He didn't want to leave Leo alone at all, ever again. Losing him once was bad enough.

_A few minutes later…_

Leo stirred and woke Mikey. The cyborg unplugged again with a contented sigh and stood up, careful not to step on Mikey as he walked forward a pace.

"Ah, much better," he sighed. Just then the elevator dinged and opened. Leo stepped into the shadows as April and Casey stepped out with grins as wide as their faces.

"Hellooo!" April called. Mikey bounded up to them, followed by Raph and Don. April's face fell slightly when the three turtles stood before her without any sign of Leo.

"So, what's the occasion?" Casey asked, punching Raph's shoulder with friendly intention.

Raph just grinned and looked over his shoulder. "Come on out, Leo," he called loudly.

April gasped happily and looked around, trying to spot the missing turtle. She gasped again, in surprise, though, as Leo stepped out with a metallic _thunk_ on the floor. He stepped forward into the full light and smiled down at his human friends.

"Holy-" Casey yelped, stepping back. But then he grinned uneasily and looked at Raph. "Um, so I guess that's Leo?"

"It is me," Leo said, smiling wider. "Just upgraded a bit."

"What… Happened?" April asked, handing the grocery bag to Mikey who whisked it off to the kitchen.

"Shredder's Elite," Leo said curtly. "Utroms saved what they could."

"I'm… I'm so sorry that happened," April said, putting a hand on Leo's arm.

"It's okay. I'm just glad to be back and alive."

"Yeah, no kidding. So, how are ya, kid?" Casey asked, shaking off his surprise. It was the same Leo, just in a different body.

"Well enough. Happy to be back with my family, that's for sure."

"Uh huh, I would say so," Casey laughed. "So, can ya make toast?"


	5. Changed Brother

"What is it with you guys and cyborgs making toast

"What is it with you guys and cyborgs making toast?" Leo asked, teasingly. "Mikey asked the same," he explained. "And no, I can't make toast with this body. Though I suppose I could flame it with the flame-throwers, or just put it next to the loader on the machine guns. That gets hot after a while. But no, I don't have a toaster."

"Come on, dinner's ready!" Mikey called from the kitchen.

"I'm gonna break down for dinner," Leo said, crouching. His head sunk and his chest cavity opened, letting the smaller version of the cyborg walk out freely.

"Oookay, that's freaky," Casey muttered as the trio joined the rest of the family in the dining room. April greeted the new body of Leo's in full stride.

She, Don, and Leo all talked during dinner about the exo-suit and battle suit. Mikey gave both names. The smaller one was called Susis, short for Support System. The large one was called "HULK" for "Hulking Utrom Leading Killer". Mikey liked them both, but Leo told him that the smaller one was already named "L-SSAMM" or "Life-Support System And Mobility Machine". The larger was also known as "C.I.B.O".

April listened as Leo described the various functions of both arms. He offered to show them what his metal body could do, and April and Don beamed like it was science-geek Christmas.

Casey, Mikey, and Raph talked about racing, something all three were into with fervor. When Mikey described the hacking Leo had done on Donnie's racing game, Casey asked Leo if he could do the same to some of his slower games. Leo said he would if Casey would bring them down to the lair, since Leo wasn't sure about going to Casey's small apartment that had barely enough room for the regular turtles to move about, let alone a larger, heavy cyborg.

Master Splinter listened happily, knowing that his sons were well and whole again.

_A few days later…_

"Harder!" Leo ordered, holding up a hand. Raph punched it and Leo measured the force. "Good. Better. You are really getting better."

"Yeah, well, when you've got a teacher who can kick someone's butt with science _and_ ninjistsu, you kinda learn something," Raph teased.

Leo was learning from Don some of the equations he could use to calculate the force he needed to use to destroy something, and was teaching Raph, in turn, how to do some quick thinking in case Leo ever used his battery up in a battle and had to shut himself down to save energy.

"Alright, keep working. I promised Don and April I'd show them what this body can do," Leo said, walking away. Raph smiled thoughtfully, thinking as he punched his punching bag.

Leo's new body had come in handy several times. When the power had gone out, he was able to boot it back without all the techno-jumble Don did. Leo just accessed the main power grid, rebooted it for the whole city, erased his "tracks", and turned on the lights.

Don was jealous, but once Leo approached him about equations and learning them to get more conservative at fighting, he had perked right back up and threw himself into teaching with a greed that said a lot.

Mikey and Casey were happier. Leo had gone through each of their games and modified them to the owner's liking. Casey's _Fast and Furious_ was now even faster, better-looking, and had nicer cars. Mikey's _Halo 3_ had more power-ups and health deposits, since he was still trying to beat it without getting health once.

Master Splinter and Leo worked together on meditation. Leo was re-learning some techniques, and since he was missing half of his organic brain, his new one had to be taught how to relax and very nearly shut down. Leo worked almost entirely with his left brain, Don explained. His mechanical brain was just to turn the signals into working commands for his cybernetic body.

The cyborg was also re-learning some of the more advanced moves in ninjistsu and studied hard. He ran his battery down once every two weeks, which was quite amazing to Leo. A big fight would normally drain it, yes, but a training session burned almost as a short alley fight.

Leo wondered about that but Don explained that he was concentrating a lot more during an hour of training and the his power packs were running with high power, like a turtle on adrenalin.

"Well, Don, shall we get started?" Leo asked as he joined Don and April in the lab. Leo plugged his exosuit into the computer deftly and then walked out in the smaller version, L-SSAMM or "Susis".

"We left off on the main spinal controls," Don summarized. "Let's work on the right arm. That's the main weapon arm, correct?"

"Right," Leo said, standing over Don and looking at the screen where the suit's blueprints were displayed. "The left houses weapons, too, but they're smaller. The left is mainly for repairs I do myself, and it holds the nanobot equipment, including the "barn" and control center."

"Well, then, let's dismantle the right arm and check it out," April suggested brightly, coming forward with a screwdriver.

"Whoa, April, remember, I have to use that. Careful," Leo warned. "Let me do it."

April merely chuckled. Leo climbed back into the suit and they heard a hissing. His head appeared and he said, "Alright, get ready. I'm dislocating everything. Alright, now twist it clockwise and pull out. It's only held on by the joint."

Don and April did as they were told, and the arm came off into their hands heavily. L-SSAMM walked freely again and helped them put it gently down on a table. Don had added some extra reinforcement to the smaller suit so Leo used it a lot more, saving his bigger one for their training, sleep, when they went up top, and when Mikey wanted a ride. Otherwise, he walked around in the smaller one so he didn't hit his head all the time.

They went over every inch of the arm, examining the weapons and just looking at the work of mechanical engineering.

Mikey came in and called them to dinner; April and Leo forced Donnie to join them and all three ate quickly before disappearing into the lab again and resuming their work. It was around eleven at night before they were done, and L-SSAMM needed charging. Don and Leo said goodnight to April, who slept in the guestroom, and Leo sat down on one of Don's tables.

"Good night, Donnie. Mind if I plug in here?"

"Go ahead, Leo," Don smiled. "Thanks for the help."

"No problem." Leo yawned and smiled. "Looks like my organic body wants a rest, too. Wake me in the morning for training, please."

"Sure thing." Don walked out and Leo plugged his suit into the wall.

_During the night…_

_Subject is asleep, _a voice said in Vortex's mind. _Commence download and virus induction?_

_Affirmative. Commence operation CYBORG_, Vortex ordered.

_Commencing. Downloading. _A moment later, the voice "spoke" again. _Download complete. Virus is uploading. Virus uploaded. Command?_

_Alpha-Sierra-Nova One-Three-Six-Eight, _Vortex complied. It accessed the main computer and woke up the scientist. _Upload complete. Control is yours in approximately four hours. Virus is overriding all firewalls._

Stockman smiled at the screen. The words typed there would always remain in his mind. Of course, everything remained in his mind. But this would be one of his more triumphant ones.

"Vortex, wake up Bishop and Master Saki," the robot instructed. "Tell them I have glorious news and to join me in the lab for an explanation in four hours. Actually, make it four and a half."

"Yes, sir," the disembodied voice agreed. Stockman smiled again. _It's nice to be smart,_ he thought. _Congratulations, Stockman. _Stockman started planning Phase Three.

_The next morning…_

"Good morning, Sleeping Beauty," Don heralded, opening the door to his lab. L-SSAMM sat up and Leo unplugged himself. He frowned, though, and touched a panel on his arm.

"Hm…" Leo stared at the screen that appeared.

"What?" Don asked.

"Oh, though I caught a hint of something. Can you help me re-attach the arm?"

"Sure." Don hefted the heavy thing and together they guided it back and clicked it in carefully. Then Leo climbed into the suit and reattached everything, his head popping out again.

"Ah, much better. So, when's training?"

"Five minutes."

"Alright, care to join me for some breakfast?"

"Sure. I'm hungry."

"I can tell," Leo smiled. "I can heard your stomach growling."

Don sneered teasingly and held open the door. Leo walked out, ducking the upper half of his body, and they grabbed a quick breakfast.

Then they joined Raph and Master Splinter in the dojo. Leo offered to get Mikey while the others started warming up, and Master Splinter agreed.


	6. Attack From an Unlikely Ally

"Mikey

"Mikey?" Leo opened the door and found the orange-banded turtle asleep on the cluttered bed. He smiled and reached in, plucking the smaller turtle from his bed. Then he shook him gently and called his name again.

"Uh… Leo?" Mikey opened his eyes blearily. "I'm late for training again, huh?" He smiled sheepishly at the frown Leo directed at him.

"Yes, now move your tail!" Leo put him down and they trooped to the dojo together, Leo keeping Mikey from bolting into the kitchen or back to his room.

When they got there, Mikey was told to warm up and then join his brothers. Leo, Don, and Raph began some light exercises.

They did this until Mikey joined them. Then Master Splinter split them into pairs and they sparred.

Raph leapt at Leo with his feet forward, intent on a double kick that would hardly affect the cyborg but would really hurt a human.

He hit dead-on and pushed back off, landing in a three-point crouch with his Sai in his hands. Raphael looked up, expecting retaliation, but Leo was standing stock still. His organic eye was staring straight ahead unblinkingly.

"Yo, earth to Leo!" Raph called. Leo didn't move.

Don frowned and came over with Mikey. They stood in front of the large cyborg and stared at Leo.

"Hey, Leo!" Mikey called, thumping Leo on the chest. "Yo!" He hit harder, but there was still no response.

Don's brow furrowed and he ran from the room. He came back a moment later, with a laptop under his arm. He pulled a cable from a panel in Leo's unresponsive left arm and plugged it into a port. Raph watched as Don muttered to himself and opened programs.

"Shell!" Don suddenly swore. Raph drew back for an instant. Don never cursed unless the situation was bad, really bad.

"What?" Mikey asked.

"System error," Don muttered, typing furiously. "In your words, Mikey, he's been hacked."

"Oookay. How?"

"Some program that is very elusive and came through the electric current. It must have downloaded into Leo's L-SSAMM while he was plugged in last night. Geez! This thing is huge! I mean, it's almost as big as Leo's main system. That's a lot of memory," he added for his brother's sake.

"So, what do we do?" Raph asked. Master Splinter stood back, watching his sons.

"There's nothing I can do with this. I need to move my lab in here and totally wipe it from his system. It could take a few days. Uh oh. Activity in Leo. Watch out!"

Leo's arm swung up and ripped the laptop away. His other arm drove forward, driving a hole in the floor where Raph had recently been standing.

"He's not in control," Don shouted, whipping out his Bo. "Wear him down. Hard, fast, keep him moving!" Leo and he had planned for this. Leo had written a program that held everything Don would need to get past Leo's formidable firewalls and would eradicate any foreign program.

That program was in the lab, though, and the out-of-control cyborg wasn't in any mood to cooperate.

"Guys! Run!" Leo called. "I've been hacked! I can't control myself!"

"We knew that, thank you," Raph growled, jumping away as the machine swung another huge fist. "Hey! Watch it!"

"I can't!" Leo shot back. "Don, get the program. I can't overwrite the virus. Not on my own."

"Run his batteries down!" Don ordered. "He hasn't charged C.I.B.O in a while. It'll take an hour at the most if you keep him moving."

"And if we aren't squished first," Mikey shouted, leaping away as a mechanical fist pummeled the wall he had been standing in front of a moment before. Don sprinted for his lab, grabbed the CD with the program, and ran back.

"We need to get this into his main port," Don shouted as he came back in with his Bo ready. Raph was driving the machine back with well-placed attacks and Mikey was keeping the arms darting for the hyper turtle. Master Splinter, too, was helping. He was trying to get Leo to drop into an excited state of mind that would help wear the battery down more.

"Critical battery," Leo suddenly chirped happily. "Shut down in five seconds. Five… Four… Three…" The cyborg's hand grabbed Mikey, who screamed in fright as it started constricting. "Two… One!"

A whine and Mikey stopped screaming. The armor froze and Leo's eyes snapped shut. The joints locked and Leo's head retracted. The arm released Mikey and dropped to Leo's side. The whole machine crouched and then was still.

"Don, get that in there NOW!" Raph bellowed.

Donnie was silent as he popped a panel and inserted the disk.

"Overriding. This will take a while. Let me shut him down fully and then I'll see if we can get L-SSAMM out," Don planned. He moved to another panel, this one located on the metal shell. He peered at it for a minute and then tapped in a few numbers.

"Full shut down sequence activated," a deep voice said. "L-SSAMM released."

The chest opened and Leo stumbled out, his smaller body drained as well. Don immediately guided him to an outlet and plugged Leo in with haste.

"Ugh. Thanks," Leo said, rubbing the organic half of his face with his metal hand. "I'm sorry."

"Don't be. You had no control," Don smiled, eyeing the larger robot. "Can you give me specifics on that hacking program?"

"Uh huh. It was powerful and hacked me in four hours. It knocked down my defenses, and that's no small feat. Hacking me took you three days," Leo said to Don. "It was sent by Stockman."

"He's always got something to do with it," Raph growled. "So, how're we gonna make sure you can't do that again? We were lucky this time; you were at half-charge."

"Yeah. Um… Don, can you help me put up some traps and more firewalls? Maybe that'll help."

"Hardly. Leo, you and I need to guard our electric systems," Don snorted. "Protect it like you are."

"Uh huh." Leo sat down, folding his metal legs slowly. "Oh, man. You guys really drained me."

"Sorry," Raph apologized, teasingly. "Next time we'll go easier."

"Hopefully there won't be a next time. Hey, Mikey, sorry about the squeezing. You okay?"

"I think so," the orange-banded turtle said, feeling his sides with a grimace. "I think a few ribs are broken, though."

"Let's see. Come here and hold your arms out," Leo instructed sternly. He closed his organic eye and the robotic one shone for a minute, traveling up and down Mikey's body. Leo sighed a little and opened his organic eye again.

"Correct. Three broken ribs, a lot of bruising, and a few muscle tears. Nothing very serious, though, thank shell. Take it easy for a while, Mikey. Raph, no pummeling."

"Okay," the two turtles agreed.

"Good. Now let me sleep."

"I'm gonna stay here and monitor C.I.B.O.," Don said, looking at the large exosuit.

"Okay," Leo yawned. He closed his eyes and leaned back against the wall. Raph headed for the bathroom for a well-earned shower and Mikey got Don his other laptop and then gingerly sat down by his elder brother. Leo's arm wrapped around his shoulders comfortingly and Mikey fell asleep against the cold metal of Leo's side.

_Back at Saki's mansion…_

"Phase Three is a success," Stockman reported, letting go of the joystick. Bishop and Saki were glaring at the screen, and the scientist's brow rose.

"You lost control," he snorted.

"Not true. I merely let the turtles think that. I have full control. The program will be silent and untouchable until I activate it again."

"Well, I must admit I am impressed," Saki purred, stepping forward. Bishop smirked and Stockman bowed.

"Thank you, Master," the robotic scientist alleged. "I will wait until you send the Foot out to confront the turtles, and then our plan will be in full swing."

"Good. Keep a vigil, Stockman." The Shredder turned and left, stalking out of the lab. Stockman sneered once the overlord was gone. Bishop left as well, his two black-clad guards following silently.

Stockman turned back to the controls and typed in a few commands, grinning. _Stockman, you _are_ a _genius_, _he congratulated himself. 


	7. Reconciliation

Leo was working… Again. Mikey sighed and watched, bored, as Leo took out some wiring and frowned at it. He quickly did something and C.I.B.O.'s panel flashed.

"Come on, I know you're in there," Leo growled. He was currently in the L-SSAMM and making some fine-tuned adjustments on the protection against hacking in the C.I.B.O.

"Yo, Leo, wanna play?" Mikey asked, trying to get the cyborg to do something other than worry about attacking again.

"Not now, Mikey," Leo snapped, glaring at his brother with his one eye. "I've got to get this done. I could have hurt you, bad." Leo's look morphed into one of great guilt and shame as he turned back to his work.

"Leo, bro, I'm fine. We all know – except you – that there was nothing you could do to stop it. You couldn't do anything!"

"Exactly!" Leo nearly shouted, banging a metal fist on the larger cyborg's chest. "I was helpless, alright? I couldn't help you! I was _attacking_ you!"

"No, you weren't," Raph shot back, coming in just at that moment. "The virus that hacked you was. Stop blaming yourself, Fearless Leader. You couldn't have done anything."

"Raph's right," Don added softly, coming and putting a hand on Leo's cold shoulder. "Leo, we've gone over C.I.B.O. a dozen times already. The program you wrote eradicated it. And we've put up firewalls on the electricity, all of our access to the outside. Our firewalls have firewalls!"

"Thanks," Leo muttered sarcastically. "Don, that program hacked Utrom technology in four hours. _Stockman_ isn't that smart. He has to be working with Bishop and a few other brilliant minds to have done that! And that means it could be hiding." Leo turned back to his work but was interrupted when Don sighed and pushed a button on the back of his neck, which Don installed while Leo was recharging just for this purpose. Leonardo's body froze.

"Leo, take a break," Don ordered. "You're just going to run down you battery again. Let's go see Leatherhead and Professor Honeycutt. The professor is very smart; maybe he can help. Plus we haven't visited them. All they know is that you're alive!"

"If you can call this living," Leo murmured, sighing in defeat. "Alright. Unfreeze me. I swear, I'm gonna remove that as soon as I can."

"I put it in for a reason, Leo." Don pushed the button again and Leo re-animated.

"You put it in so you could have control over my metallic body, Don," Leo muttered so only Don could hear.

"Yes," Don admitted softly, putting his hand on Leonardo's shoulder. "But I also did it because I love you, bro, and I don't want to see you blame yourself for what you could not control."

"If I had better firewalls, more of them-"

"We've gone over this," Donnie interrupted harshly. "Now get back into C.I.B.O. and let's go see Leatherhead and Professor Honeycutt."

"Fine." Leo touched the larger version of his body and said his name. The chest opened and L-SSAMM walked in gently. Leo's head rose out of the neck and the battle suit stood up carefully.

Don and Leo left then, with Leo grabbing a few programs to show Professor Honeycutt. They contained data on his cyborg bodies, the organic parts of him still left, and the defense systems they had recently installed plus an overview of the virus and the firewalls it had been able to hack in four hours.

These were slipped into the "pocket" in the hip of the robot as the door opened to the sewer outside. With a _thunk!_ Leo stepped onto the concrete outside. His metal footsteps were easily hearable in the echoing chambers of the sewers.

He grimaced and changed the texture of the soles of his "feet" with the nanobots. His steps were, once again, silent like when he was fully organic.

When they arrived a few minutes later, Leatherhead opened the door to find Don standing, grinning at him, in the doorway.

"Why, hello, Donatello," LH greeted, opening the door further. "Come in, my friend, come in."

"Just a minute, LH. I've brought Leo… But he's a little different, shall we say?" Don winced slightly.

"If I know Leonardo well, he is still himself. Well, where is he?" Leatherhead looked around.

"Right here," Leo answered. Leatherhead gasped slightly at the sound of his canned voice.

"Come, my friend, what has happened? Ah, forgive me my manners. Come in, both of you. Professor Honeycutt will likely want to see you himself." Leo stepped forward into the dim light cast by the inside of the lair shining through the doorway.

"Very surprising," Leatherhead murmured, his eyes traveling up and down the cyborg body. "Enter, though. It is not good manners to stand in the way of friends when they come to one's home."

Leatherhead opened the door even wider and stepped aside. Leo just barely fit through and had to duck his head. He now stood taller than the large mutant crocodile.

"Professor!" Leatherhead called as he walked towards the living room. "Can I offer you anything?" he asked the two "turtles" following him. "Tea? Milk? Coffee?"

"Tea would be excellent right now. Thank you," Leo said.

"I'll just take some water. Not all that thirsty. Thanks, Leatherhead." Don smiled and then turned his head to see Professor Honeycutt coming out of his private lab. His robotic body was a little different; slimmed down some.

"You look good, Professor," Don commented. The robot formerly known as "SAM" looked up and gasped in shock at the sight of Leonardo.

"Oh, my. Oh, my," he repeated, walking forward quickly. "Oh, my, Leonardo, is that you?"

"It's me, Professor. I just got upgraded a bit, kinda like you. Except it wasn't quite a painless."

"A… A cyborg! Incredible. Utroms did this, did they? Well, it warms my main circuit board to see you alive and well, Leonardo, regardless. Tell me _every_thing." He led them to the living room and sat down on the couch. Don took the red armchair, and Leo crouched across from the two seated.

Professor Honeycutt watched, fascinated, as Leo's head sunk and a smaller robot, much slimmer and more turtle-like, walked out of the chest of the larger one.

"Well, that is quite a handy trick," Leatherhead said, coming in with a tray of drinks. He offered the tea to Leo, who accepted gratefully. Don sipped his water as Leatherhead and Professor Honeycutt enjoyed glasses of milk.

"So, tell me what happened," Leatherhead invited, waving at Leo.

"Well, for starters, I'll explain what these two bodies are called and why I have two. As you can see, the larger one, called C.I.B.O. or Cybernetic Intrinsically-Biological Organism, is mainly a walking tank. It _takes_ a tank to mow that down. The armor is very sophisticated. Also, it has a store, called a "barn", of nanobots, which I control through mind-to-machine transmitting. They do the repairs.

"This smaller one is L-SSAMM. Life-Support System And Mobility Machine. It used to just be something I walked around in when the Utroms were repairing or adjusting C.I.B.O. Don helped reinforce it, though, so I can do repairs in it, spar lightly, and use it a little more.

"I recharge this one every day, and C.I.B.O. is recharged every two weeks, about. The batteries are contained in the shells of both."

And so Leo explained his two robotic bodies, their various functions, and then finally the story behind his actually becoming a cyborg. Leatherhead and Professor Honeycutt listened silently, knowing that Leo was blaming himself for something. Both could see it in the way he described the torture, like he was disgusted that he had been giving in to the pain. Then, when he got to the part about being hacked, they knew _why_ he was in such shame.

"That is quite a tale, yes, quite a tale indeed," Professor Honeycutt murmured when Leo was done. "So, you have brought schematics of the virus? Perhaps I can help you scan C.I.B.O. for remnants?"

"That would be awesome," Leo alleged thankfully. He retrieved the disks that contained relevant information and handed them to the robot.

"Very well then, let's get to work."

Leo chuckled and reopened the chest cavity, climbing in and "driving". Leatherhead led them to his testing laboratory and Leo laid down on the thick table. L-SSAMM emerged and they set to work, guided by Leo and Don. Leatherhead exclaimed over the armor and weapons system, and marveled at the nanobots. Professor Honeycutt admitted that it was very high-tech for Earth Utroms.

"Well, I must admit that I am, indeed, "stumped" as your world says," Professor Honeycutt said after a few hours of work. "I must concur with Donatello, Leonardo. The program you wrote must have eradicated it from the system. There is no trace of it except the history that it _was_ here."

"Thanks, Professor," Leo sighed. "I apologize, but L-SSAMM is running low on battery. Please excuse us."

"Of course, Leonardo," Leatherhead smiled. "Go ahead. Greet your brothers for me, please. And Master Splinter, also."

"I will," Leo promised, climbing back into the larger suit and standing up gently, wary of breaking the table. "Have a good night, my friends."

"You, too. And do not blame yourself. Viruses will override anything, and there is nothing you can do about them except forgive and forget. It sounds as thought Michelangelo has done the same. Now you must follow his example."

"Me following Mikey's example," Leo chortled. "Now _that's_ a sight."

"Yes. Fare you both well. Come back soon, if it suits you. It was good to see you again, Leonardo. As always, Donatello, your mind enraptures me." Leatherhead led them to the door as he spoke and ushered them out genially.

"Goodbye, Leatherhead." Leo and Don headed off into the dark sewer tunnels. The door shut gently behind them.


	8. It Ain't Over Yet

Well, thought Leo, that went well

_Well, _thought Leo,_ that went well. _His C.I.B.O. body was pronounced clean by three smart minds, one of them an alien robot. As he and Don headed home, he continued brooding, thinking about how the virus had been able to attack him.

They met Raph and Mikey on their way out of the lair.

"We wanna go on a topside run," Raph explained when Leo asked why they were headed outside.

"You were kicked out by Master Splinter, weren't you?" Leo asked smugly. "Don't lie, Raph. I can read your vitals. You were recently running on adrenaline. That either means you were in a fight – unlikely – or chasing Mikey."

"Yeah, yeah, shut up," Raph snarled. However, Mikey's grin buffered the blow.

"Yeah." Mike put on a pouting face and looked sadly up at Leo. "He chased me all awound and hurted my ankle."

"Well, that's not very nice," Leo admonished Raph teasingly. The cyborg bent down and Mikey grinned, hopping onto Leo's shoulder happily. "Better?"

"Much." Mikey stuck his tongue out at Raph, who stood two feet below him when Leo stood back up, causing the orange-banded turtle to duck his head in case he hit it on the ceiling.

"Let's head topside, then. I'm hankering for a run, too. Don't worry; my C.I.B.O. battery is charged," he added when Don opened his mouth. Donnie shut it again, his lips thinned in annoyance. "Meet you two at April's?"

"Sure." Raph and Donnie faced the open sewers as Leo ran back to the lair to get into the elevator, which was his only way to the top without cracking some cement. Mikey hung on and whooped as Leo's legs pumped, the pistons hissing slightly. They arrived back at the lair in a record three minutes from where they had been and Leo told Master Splinter that they were leaving for a while before getting into the elevator and keying the code.

Leo ascended to the rooftops and jogged along. Mikey bounced gently but didn't complain because he didn't want to have to run.

Raph, Casey, April, and Don were waiting on the roof when Leo and Mikey arrived. "Took you long enough," Raph teased.

"Hey, I don't wanna run down my battery too much quite yet. So, where do you wanna go?"

"How about our West Cross Circuit?" Mikey suggested.

"Alright." Leo turned to Casey and April. "Good to see you both again."

"You, too, Leo. How are you doing?"

"Well enough. Raph told you about the hacking?" Casey nodded and April looked sympathetic. "Professor Honeycutt and Leatherhead took a look and they agree with Don that we eradicated it. But… I'm not so certain."

"Eh, quit worrying. Go run it off!" Casey ordered playfully.

"We're goin'," Leo muttered teasingly. "See ya in a few days, I guess."

The three turtles and cyborg ran off, leaving their friends on the rooftops. Casey and April shivered in the cold of the night and hurried back inside to April's apartment where they had been watching a movie together when Raph had knocked on the window.

Leo enjoyed the rush of air as he leapt over between buildings. He landed, careful to keep from hitting the edge and breaking a piece of roof off, and slid to stop. His brothers caught up and leaned against the nearest thing, Mikey on Leo and Raph and Don on each other.

They panted for a good five minutes, Leo chuckling slightly when Mikey half-heartedly smacked him for going so fast. When Raph got his air back, he cursed Leo with rusty joints, to which Leo responded that his body couldn't rust.

A sound caught the cyborg's attention, though. He looked up and found himself facing a few Foot. They were guarding Shredder himself, and next to Shredder stood Stockman, Bishop, and the Elite Foot.

"Shredder!" Leo hissed, changing his hands to machine guns. Mikey, Raph, and Donnie pulled their weapons as well, the hothead growling.

"Leonardo." Shredder dipped his head towards the metal body that encase the remains of the turtle. "I see you are well again."

"No thanks to you!" Leo spat.

"Enough. Stockman, activate it! Foot ninja, attack!"

The Foot and Elite descended on the three turtles. Leo found himself frozen in spot, unable to control his cybernetic body anymore. He had a deadly feeling in his stomach.

"Guys, run!" he bellowed, trying to fight the program he felt rising up from his memory banks. "I'm being hacked again!"

Don, though, was too busy to toss him the disk with the eradication program, and Raph and Mikey were trying to defend themselves against three Elite warriors. The fourth stood in front of Leo, watching him carefully.

"Control," Stockman said suddenly. Leo felt his power over the robot he called home lessen and then fully disappear.

"Ahh!" A shock traveled through him, shutting down L-SSAMM and the nanobots. Another one, stronger and more painful, drove him to his knees. The machine guns at the ends of his arms moved back and his normal hands popped out with a grinding of gears.

"Obey me, and your brothers will live," Shredder hissed, coming over and putting his claws on Leo's neck. "Or die!"

"Shredder, I would die rather than join you!" Leo shouted, trying to regain control.

"Very well then. Stockman, kill the turtles."

With horror, Leo felt his body stand up and the machine guns emerged again. The Foot moved back from his brothers. He closed his eye, unable to watch as his own body prepared to destroy his family.

"No!" Leo activated a hidden program that would nullify the guns for ten minutes. "Do not harm them!"

"Hm. No guns, Shredder," Stockman reported. Bishop peered at Leo and then chuckled.

"Let's take this one in. That armor and weapons system is Utrom in origin. Leave the others. They'll meet again, soon enough."

"Foot ninja, disappear!" Shredder ordered, backing away from the cyborg. The Elite grabbed Leo's arms and slapped something on his chest that beeped for a moment. Don watched in horror as Leo's eye closed and his half-face slackened in sleep.

"Farewell, turtles. Until we meet again!"

Then the others were gone. Donnie numbly sank to his knees. Raph gripped his shoulder tightly. Mikey fell to pieces, crying into Raph's shoulder. The last look they had gotten from Leo was one of love. It spoke volumes. He did not want them to follow.

"Donnie… Donnie, what can we do?" Raph asked, his voice strong. Both of his brothers could tell he was trying to stand tall for them.

"We… We have to…to get the program…from my lab… We need our weapons and battle suits." With clear instructions and a step in a hasty plan, Don's voice stopped cracking and sputtering out. "We need to go home. Get Professor Honeycutt and Leatherhead, too. They can help. And Casey and April. We need everyone."

"I'll get Casey, April, Leatherhead, and the professor," Raph offered. "You two, go home and tell Master Splinter what happened. Donnie, get whatever you need. Mikey, get us some food. Pack your bug gear."

"That won't help, Raph, he's too strong."

"Just do it, Donnie. If we meet up with him in L-SSAMM form we need a way to capture him without hurting him. I'll see you guys later."

Raph jumped away, disappearing into the darkness. Mikey and Don raced home, and when they arrived, Mikey's tears had dried and Don was thinking clearly. They would do this, for Leo.

"My sons, what has happened?"

Don raced by, ignoring their sensei, as Mikey halted and explained that Leo had been hacked again and captured, this time.

Master Splinter told them to pack well, since he was too old to join them. As it was the chill autumn, he also could not follow because his old bones would cause more hindrance than it was worth to have the ninja master along.

By the time Raph returned with the promised help, Don and Mikey were ready. Mikey handed out long-lasting energy foods and then gave packs with copies of Leo's schematics, a program eradicator, and a full shut-down "bomb" that had to touch Leo's back panel to be put to use. It would drain the battery and send C.I.B.O. into hibernate mode.

Raph, Mikey, and Donnie had their bug equipment and gave Leo's shooter to April just in case. Casey and April were put in one team, Professor Honeycutt and Mikey formed another group, and Leatherhead, Donnie and Raph in the last. That ensured that each group had at least one brain and brawn member.

"Alright… Let's do this," Raph growled. "For Leo."

Don nodded and opened the elevator door. They all climbed into the Battle Shell, with Raph driving. Don and April worked on the schematics of the Foot building, while Professor Honeycutt and Leatherhead chose the best entry levels and pathways.

Mikey and Casey sat, forlorn, without anything to do. Mikey started telling Casey about how much Leo had changed. Casey listened, mostly because he was bored. However, he started to get into it and realized that the cybernetic turtle really needed some down-time.

Casey didn't know if C.I.B.O. was waterproof, but if it was, Leo was _so_ going to the beach. Casey's uncle had a private beach area that was pretty secluded. If he got dear old uncle to give him the keys for a week, Leo and his brothers could have the time of their lives.

Casey resolved to do that as soon as this was over.


	9. What's Going On?

When they arrived at the Foot headquarters, they found quite a sight

**A/N: You are so going to hate me at the end of this. ******

When they arrived at the Foot headquarters, they found quite a sight. Reporters flocked to the front gate, where Saki and Bishop answered questions galore. Stockman stood off to the side, surrounded by some Purple Dragons in fancy clothing, looking like real guards. Hun stood behind Saki, obviously uncomfortable with all the people crowding his master.

"What's going on?" Raph wondered in amazement. "Don, can we listen in?"

"It's coming on speaker now."

Saki's hated voice emanated from the speakers in the Battle Shell.

"You've heard rumors of a clan of ninja, called the Foot," he said. "I have dealings with that clan, though I hardly run it."

"Liar," Casey hissed. Raph smacked him gently.

"Through our agreement, they have been searching the city for unusual things. They have found one, which is now in my custody. An alien, perhaps, or a genetic mutation."

"Who wants to bet he's trying to get people to pay him to look at Leo?" Raph growled.

"So, if you will follow me, we will see what these fine warriors have brought me. Inside. Stockman, open the cage!"

"Donnie, can we get the live station for this?" Raph snapped.

"Working on it!" Don flipped down a screen from above his seat. A reported popped into view. The screen suddenly turned off, and a live feed from Saki's mansion showed up on TV.

"Here!"

Everyone crowded around. The camera was at a good angle; nothing was in front of it and they could all see the steel cage. Inside, Leo's C.I.B.O. body was laid out like some sort of unconscious beast. The chest cavity was open. Raph's attention was drawn to another part of the cage when Stockman pointed for Saki.

Leo's L-SSAMM body stood up carefully and walked forward. Leo's face was alive, at least, but he looked drugged. It was apparent that he wasn't in control because he stepped forward and stood under everyone's gaze easily. He planted his hands on his hips and tilted his chin up, red eye gazing angrily at Stockman as if waiting for instructions.

"Bring him on out. He's drugged," Saki explained to everyone else. "Bishop has determined that this is an alien mutation, the original animal being a regular pet shop turtle from Earth. And it is male. It is unsure his intelligence level, however, because the Foot delivered him unconscious and drugged."

Stockman waved a hand in front of a pad and the door to the cage sprang open with a clang. Leo stepped out and observed the crowd before him with a drugged look in his eye. Panic flickered behind the film for a moment but was suppressed.

"As you can clearly see, the mutant is also half machine, which makes it easy for Stockman to control him. Now, I believe the interview is over. We are still discovering vital facts about his mutation. If you come with me-"

Don shut off the TV and shuddered. "Poor Leo. L-SSAMM is low on battery. And C.I.B.O. looked drained. They must have drained it. I hope they let him plug in soon, or he'll shut down permanently."

"Let's bust in there and save him!" Raph and Casey growled.

"Not advisable with all those reporters still here. We must wait. I know it is difficult," Leatherhead added when Raph turned on him. "But it would not help to charge in and get captured. We do not know if Leo is safe yet. They have drugged him, so he has no control. Stockman controls both bodies, it seems."

They waited for an hour. Finally, the last reporter had packed up and left. Raph opened the back and leapt out into the shadows. It was dusk, his preferred time. There was enough light to see, but still kind of dark and shadowy.

"Let's go!" he hissed. Leatherhead and Donnie followed him. They would take the man entrance, seeing as they had the strongest members in the team. Casey and April took a servant's door in the side of the building. Mikey and Professor Honeycutt ascended to the fifth floor and got in through a window.

_Elsewhere…_

"You've got to be kidding me," Leonardo groaned as he looked at Stockman. The drug had worn off and he was in full control of L-SSAMM. "Stockman, that's the lamest idea I've ever heard. Here. Let me show you something."

Leonardo strode forward and typed in a few commands. The prisoner screamed in pain.

"There. See?" Leonardo smirked.

"Very good," Shredder hissed. "Now, Leonardo, we need that information."

"Of course, Master." Leonardo bowed and pressed a button. He stepped into the cell and glared down at the prisoner. "Talk!" he demanded. The captive was silent, though his eyes burned with rage and tears.

The cyborg shook his hand and shocked the man ruthlessly with the built-in taser. He smirked as the human screamed again.

"Talk!"

"Enough, Leonardo," Shredder ordered via the speakers. "We'll play with him later."

"Yes, Master." The turtle-machine pulled back and walked out of the room, disgust with the man written clearly on the half of his face remaining.

"Help Stockman refine your other body for the invasion," Shredder ordered. Leonardo nodded and wandered over to the table. On it, C.I.B.O. was lying in pieces. Stockman, Bishop, and Leonardo started to work.

Leonardo's job was to reinforce the armor's weak points. Lifting each piece that weighed about three hundred pounds easily, he carted the armor to another table and set to work.

"Hey, toss me the welder," Leonardo called. Stockman threw it to him and he caught it deftly, pulling a mask over the organic half of his face and setting to work adding more layers to the armor. It was going to be huge when he finished, and it would take three hundred tons of nuke to destroy a single piece of it. Leonardo smiled grimly to himself. He would see Shredder to his rightful throne, ruling over the world.

The prisoner was still screaming. Leonardo grinned and spared a glance at the observation booth. Inside, the man who had dared think a bad thought about Shredder was paying for his disloyalty. With the new mind-reader Stockman had installed in his cranium, Leonardo could easily tell that the man was not loyal and had called him on it.

Shredder came back in just as Leonardo was finished with the welding. He put the pieces on a system of pulleys and winched them up to get them out of the way. Stockman and Bishop were done with the weapons; instead of bullet machine guns, Leo's C.I.B.O. arms would now host laser and plasma guns. Also, his shoulder panels had been configured to hold a rocket launcher and grenade blaster.

"Let's try this on for size," Leonardo snickered, standing on the panel. "Commence download of control." His head snapped back a little as the information downloaded from the main computer wirelessly. "Full control. Let's strap it on."

"Yes, sir," Stockman obeyed. Leonardo had become Shredder's left-hand general, above Stockman and Bishop both in rank.

The pieces of armor lowered onto him. He shouldered the weight easily and nodded again for the helmet to come down, enclosing him in a field of voice-commanded screens. The weapons were put on and he stepped down, feeling the floor bend slightly under his immense weight.

"It works," he said. The speakers in his helmet transmitted the sound.

"Good. We'll have to reinforce the floors, however," Saki mused, glancing at the floor underneath Leonardo. "Step back and take that off. You're about to break through."

"Yes, Master."

The armor came off easily, though a couple pieces stuck and had to be removed by hand. Bishop, his job done now, left for his own building. Stockman muttered something about working on another project and left as well.

"Master Shredder, what now?" Leonardo asked, looking through the glass window at the prisoner. "What about him?"

The man looked up as if he had heard.

"Leave him for now. You are free to do whatever you wish. I expect you and Karai to join me for dinner tonight. Wear your hologram; I've invited some friends."

"Very well." Leonardo bowed very deeply and stalked out, turning to the wing that contained his and Karai's quarters. As Saki's generals, they had suites all to themselves.

"Leonardo?" Karai's sweet voice called from their private dojo.

"Here." The turtle walked in and grabbed his katanas. "Want to spar?"

"Indeed."

They flew at each other like a pair of finely matched blades, twin katanas spinning in all directions from both combatants. Each was equally matched; though Leonardo was better at ninjistsu, Karai had speed on her side.

Finally, Karai landed a blow on Leonardo's left shoulder, knocking his katana away. She was quick to trap the other and then knocked him down with a metallic _thunk_ against the mat.

"I yield," Leonardo said quickly as Karai's katana tip rested on his heart.

"Good." She extended a hand and helped her friend up, giving him his katanas back genially. "Well fought, Leo."

"You, too, Karai." He rested a hand on the side of her face. "As always."

"When are we next engaged?" She asked, putting her swords away. Leonardo put his away as well, making sure they were neat in their holder.

"Supper with Master Shredder. He is having some friends over, so dress up nice." Leonardo chuckled and brushed a hand along Karai's hair. "And he said for me to wear my hologram, so it's probably the mayor."

"Hm. I never liked your hologram. Too… Unlike you."

"What? Brown hair and blue eyes? Makes me hard to remember," the cyborg laughed. "And as Master Shredder's personal guard, I think that's kind of important."

"Yes."

"So… Wanna go for a swim?"

**A/N: Allllright… Um… Okay, no idea why I've put in some hints at "Leo-Karai" but it just kinda came out. I'm making this up as I go. Yeah… So, leave me a review and check out my profile to vote on something VERY important… Thanks for reading!**


	10. More to Do

Raph growled

Raph growled. They had searched for hours, always running into Foot soldiers but never actually finding anything interesting. It was as if they were in a huge maze. He and Donnie had split up with Leatherhead, who was brain and brawn all in one.

He and Don were currently backed to the wall by several Foot ninjas. Both were exhausted, easily being beaten back.

Their salvation came in the form of Mikey, who was tired as well but had a supply still in reserve. He beat the ninjas back. Leatherhead came running around the corner, pursued by several more ninjas. They managed to beat them back, barely.

Casey and April appeared a moment later. Casey was bleeding from a cut on his arm. Don wrapped it up and gave him a shot of antibiotics.

"This is getting us nowhere," Raph panted, putting his Sai away. "We've looked high and low for Leo. He ain't here."

"I have to agree. We covered a lot of ground, and no one we asked knew where he was," Casey groaned as April helped him to his feet.

"I'm wiped," Mikey confessed. "That was my last boost."

"Maybe we should go home," Professor Honeycutt suggested quietly.

"We can't give up," Raph said quickly when he noticed Casey straightening. "We obviously need more energy to do this. I'm running on my last tank here. Mikey's out of energy; that should tell you something. We'll go to the lair, plan out a real invasion, get some sleep and good food in us, and then come back."

"Alright… That's a plan…" Casey coughed slightly. "Ugh."

"Someone got him hard in the ribs," April said. "I think a few are broken."

"Probably. Let's head to the Battle Shell," Don ordered. His voice was tired and sad. As he turned after his brothers and friends, he looked down the hall. "I'm sorry," he whispered, hoping Leo could hear.

_Elsewhere…_

"What are you thinking about?" Leonardo asked lazily, drifting on his back in the pool. He glanced over at Karai, who was in a black swimsuit. Her black hair spread out like a fan from her head as she floated.

"What might happen if my father does rule the world? He'd be able to announce you as a full citizen. You could be yourself. I could be Karai Saki, legally."

"Hm… An interesting idea. But what about Hamato Karai?" Leo teased, splashing water at her. She snorted and flicked him.

"Don't even try that on me, Leonardo," she scolded. He flipped onto his stomach and dove into the crystal-clear water. His hands suddenly grabbed her waist and pulled her under as well. She pushed him away and opened her eyes. He was smiling at her, laughing.

"Turtle," she mouthed. He winked with his good eye and grabbed her hand, kicking his feet and driving them both to the surface.

"Time to get dressed," he said. "It's time for dinner." She swam over to the edge and pulled herself out, grabbing a towel and wringing out her hair.

He leapt onto the concrete beside her and turned his internal heater up to dry the metal. Leonardo couldn't rust, but he didn't like the feeling of water sloshing around in his joints. Flaps in his elbows and ankles opened, water pouring from them.

Karai nodded in farewell and wandered off to her rooms. He headed to his and strapped on the chest plate with the hologram display. Pushing a button, he watched in a full-length mirror as his robot body was covered in the illusion of a full-grown human male. Quickly he got dressed in a black suit and strapped a pair of katanas to his side. They were mostly ornamental, good for a small brawl but not sturdy or strong enough to take hard blows.

He met Karai as she exited her room, dressed in a red and black dress that reached to her calves. She fixed his tie with an exasperated sigh, since he didn't really have enough digits to tie one well.

"There."

"You look beautiful," he told her softly. She blushed slightly and smacked him gently.

"Let's go."

His blue eyes twinkled with merriment as he followed. His brown, shoulder-length hair was kept back by a black headband, matching Karai's. It was unreal, he knew, but he liked the look of it. His red tie matched the accents on her clothing, and his black suit matched her ebony dress.

Hun met them outside the room. He wasn't allowed in; he had been marked by the police as the leader of a gang, and wanted as a result. If seen with Saki, things could get nasty for the Foot lord.

Leonardo smiled at him and ushered Karai into the room genially. Saki's guests were waiting. He activated his scanning eye and found no weapons except on himself and the two guards around the mayor.

Saki had invited the mayor, his wife, and their two children. Both looked at Leonardo and Karai with slight smiles. Karai walked over to the mayor and his wife, speaking to them gently. Saki appeared from his door and Leonardo hurried over to him.

"No weapons, Master, and only good intentions tonight," he reported almost silently. Saki nodded, a very slight movement Leonardo could hardly see, and gave him a signal. He cleared his throat and announced, "Mister Saki would like us all to join him in the living room for some refreshments. I will take your children to their room and make sure they are entertained."

The two teenagers dipped their heads and took a step forward. Leonardo extended a hand and the fourteen-year-old son took it, shaking his hand.

"I'm Sam," he said. "This is my sister, Rebecca."

"I am named Leonardo," he greeted, smiling warmly. Saki and his guests followed Karai to the main living room. "If you would like, we have arranged for a movie. Leave the boring talk to the adults, eh?" He winked.

They both relaxed further and smiled. "That would be wonderful," Rebecca said softly.

"I know what it's like, dragged from one important meeting to the next," Leonardo chuckled, ruffling Sam's hair gently. "Come with me, then. Personally, I like this movie as well, so may I join you?"

"Certainly," Sam laughed. He took Rebecca's hand and they followed the hologram-hidden turtle to the entertainment center and took seats in the plush chairs. Leonardo spoke to a servant and then brought out a tray with DVD titles printed on paper.

"These are the new ones that are available only in theatres currently," he said. "But Master Saki has them on DVD already. Choose, I care not which for they are all good."

"Why do you call him "Master"?" Rebecca asked quietly. Sam tried to apologize but Leonardo waved it off with a short laugh.

"Because I am was trained in martial arts and so call my superiors "Master" when they have my respect. And Master Saki holds a great deal of my respect."

"What's it like, being a guard?" Sam asked, looking through the titles.

"Hm… Difficult, unless you are well-trained. Life-threatening, of course. But there are perks. For one, I am allowed to carry weapons anywhere." He drew a katana and showed them the blade. "And I get to use some pretty cool stuff."

"What do you call that? A sword?"

"Close, but a katana is its real name. I wield the twin katana, usually. There's a weapon that is very hard to learn but easy to make. The bo staff. It's basically a wooden staff that takes a lot of practice to use and perfect because there are no sharp edges for it relies on force. I can't use that because I may have to cut something, like a rope, at any time."

"Wow. Oh, hey, look, Rebecca! _Iron Man_. Can we watch that?" Sam looked up at Leonardo, who smiled welcomingly.

"Certainly. I'll get it started. Would you care for any refreshments or food?"

"I'd like a glass of water, please," Rebecca asked quietly. She smiled shyly as Leonardo bowed to her.

"Me, too," Sam announced.

"I will be right back." Leonardo took the tray and walked out through the servant's door. Outside it, he gave the tray to a servant and told another to fetch a pitcher of water and glasses for the two teenagers. Then he went up into the projection room, selected the wanted DVD, and popped it into the player.

It started playing immediately, and he walked back downstairs slowly. The kids were watching with rapt attention, their drinks sitting next to them, forgotten. Leonardo chuckled at the expression of wonder on their faces.

When a servant informed Leo that the mayor was ready to leave, the movie ended with the credits. Sam and Rebecca clapped loudly, thanking Leonardo for letting them watch the movie. He ushered them back to the greeting room, where they thanked Saki for the use of his movies. The family left in the limousine Saki called from his garage.

"Well, that went well," Saki said. Karai and Leonardo bowed as one. "Assemble your closest squadrons. The warehouse on the river we've been looking at is being shifted to low security tonight. I want it cleaned out by dawn."

"Very well, Master Shredder." Leonardo and Karai headed for their rooms, signaling for a servant to follow. The servant was told to fetch them some food and she scurried off quickly. She knew that to cross either one was certain death.

Leonardo dropped his illusion and undressed in his rooms. He grabbed a bite of the ham sandwich that was brought to him, downed a glass of water, and strapped on a real pair of katanas. He then stored several grenades, shruiken, and a pair of climbing claws, just in case, in his "pockets" and headed out to find his main squadron.

Karai met him in the Foot training room, where their best fighters were waiting in neat lines. She was dressed in a black ninja outfit. His armor was painted black now, since he had no use for shiny metal to be showing.

He signed for his men to get into their cars and jumped in one with Karai, letting her drive since she was already there.

The door opened and they all sped off towards the warehouse. Behind the three black toy cars, Foot ninja also drove three large trucks to carry the weapons in this warehouse. Leonardo smiled to himself as he checked the action on one of the guns in the glove compartment. He hated using them, but sometimes, they had their place. He put it in a holster and strapped one to Karai's shoulder when she put her hand out for him to do so.

"Good luck to both of us," he laughed, watching as the warehouse rose into view.


	11. Two Partys' Plans

Leonardo crept behind the guard and slid a katana over his throat

Leonardo crept behind the guard and slid a katana over his throat. Before the guard could call for help, his throat was gushing blood. The turtle drew back in disgust and wiped his blade clean. _Bleeding humans, yuck,_ he thought to himself.

He gave a signal. His troops moved forward and overpowered the rest of the guards silently. Then they entered the warehouse. Karai and her ninjas were already at work, loading the three trucks with the goods.

Leonardo and Karai stood back, watching their soldiers work hard, and kept their ears open in case someone decided to interfere. In the back of his mind, Leonardo wished that someone would, just to make this more interesting.

He caught a whisper of noise and flattened against the wall. He was under strict orders not to be seen. Karai, though, moved forward and looked around. Her personal guard surrounded her immediately, gazing at the rafters.

Three shapes dropped onto the Foot ninjas. The lights illuminated three mutant turtles. Leonardo chortled. His brothers had come, finally. He wanted badly to show himself, but Master Shredder had forbidden it. He didn't want to spoil the surprise quite yet. Silently, he moved to the trucks and ordered the ninjas to hurry up and then climbed into his car and started the engine.

He didn't want a long battle; it was almost dawn already. So, he drove over to Karai through the warehouse, the tinted windows making it impossible for his brothers to see him, and popped open the door.

"Come on!" he ordered, beckoning. She glanced at the organic turtles and sneered before climbing in quickly. Her guard dispersed into other cars and the trucks pulled out, Foot ninja in the back to guard the cargo in case the turtles gave chase.

However, they made it back to Saki's mansion with all of the trucks and weapons. Leo shut the car door and handed the keys to a lower Foot ninja who drove it off to be cleaned. Leonardo liked his car clean at all times.

"Well, that went well," Leonardo chuckled. "It's too bad I couldn't show myself, though."

Karai fidgeted and the turtle smiled. A fight left unfinished always rubbed him wrong.

"Want to spar?" he asked, motioning towards their rooms.

She led the way silently, and by the end of their match, both were satisfied and tired enough to sleep. They slept until eight A.M., when Leonardo's internal phone rang. He answered it groggily to find Hun on the other end of the line.

"Master Saki wishes for you and Karai to join him in the tech lab," Hun relayed.

"Be right there." Leonardo shut off the connection and leapt out of bed. He knocked on Karai's door and entered without invitation. She was pulling a shirt over her head and glared at him as he came in on the heels of his knock.

"It's polite to wait for a response," she snapped, sitting down and donning black pants.

"Oh, like I haven't seen you dress before," he sighed, rolling his eyes. "Your father wants us in the tech lab now."

"Why?" She pulled on a pair of thin black socks as well.

"No idea. Hun just said he wanted us. Ready?"

"Damn you cyborgs," she muttered, putting her hair up in a ponytail. "We can't all walk around naked, you know."

"Yes, I know, but technically I wear more than you do," he teased, walking back out with her in tow. They hurried to the tech labs and found Shredder standing there, in his full armor.

"The invasion plans are going well," he purred, watching a screen. "Leonardo, Karai, are your warriors prepared to march against the city?"

"Yes, Master Shredder," they replied, bowing.

"Very good. First, though, we must remove the turtles. They have been a thorn in my side long enough. Leonardo, take a contingent of Elite and lead them to their lair. Wear your new armor, if you can."

"Do we have a clear path out of here I can take?" Leonardo asked carefully, surveying the screen. It showed the progress bar for some sort of upgrade.

"Stockman has it in the garage waiting," Shredder said. "Go."

"I will return soon," he promised, bowing again and running back downstairs towards the garage. He paused long enough to drop off his katanas in the dojo since he wouldn't need them.

He got the garage and found the platform and armor waiting. With Stockman's help, he was strapped in securely within ten minutes. He ran a quick diagnostic and made sure all the joints were moving before accessing the PA system in the Elite's quarters and ordering his four favorites to join him on a mission.

They headed out five minutes later, after a debriefing. Leonardo led them flawlessly, the path burned into his mind from anywhere in the city.

_An hour earlier, in the turtles' lair…_

"Have you got an idea?" Casey asked for the tenth time, peering over Raph's shoulder.

"Not yet," Raph growled, looking at the map. It showed the blue prints of Saki's building, though they all knew he had many more rooms below ground for his Foot forces.

"Same teams," Raph sighed, getting up and pacing. Everyone watched him and he swallowed a gulp inconspicuously. _So, this is what Leo feels like when we all look to him for the answers._ "We hit hard and fast. We find Leo and get him outta there."

"That may be a little harder than you think," Leatherhead mused. "If he is drugged, he will not be able to control C.I.B.O., and I don't want to leave that in Shredder, Bishop, or Stockman's hands. None of us can. I can't carry it, either, and it would be too hard for two of us to drag it."

"And if he isn't drugged but Stockman is controlling him, Stockman could kill him," Don said sadly. "It's possible to shut down the life support in both suits but keep the weapons going. If he did that, I estimate one minute before Leo's brain shuts down from lack of oxygen."

"So what can we do?"

"I hate to say it… But we might have to send Casey in to scout it out. See what's happened there. If Leo is drugged or being controlled. If he's… If he's even still alive." Raph swallowed and forced his voice to keep steady. "We can't. Professor Honeycutt would be found immediately."

"I'll do it," Casey offered. "But how do I get in?"

"We stage a fake fight," Raph said. "The Foot are always looking for new recruits. You just find a patrol and signal us. We'll come on scene and you can pretend to kick our butts. We retreat, they come forward and offer you a spot. You go in, scout around, and then come back as soon as you can. Don't put your life in jeopardy, Casey. Leo'd kill me if I got any of you hurt."

"I like that idea," Casey smiled weakly. "It's not often I kick your butt, Raph."

"Dream on, Case. You've never kicked my butt."

"If Leo is being controlled, we have to destroy C.I.B.O. and bring L-SSAMM back. I can get the program into L-SSAMM easily, but C.I.B.O. isn't built to do what I might have to. Not to mention, it'll be easier to carry," Don huffed. "Casey, I'll give you a cell phone with our numbers and some bombs. Hide them well. We don't want them taken from you." Donnie got up and ran to his lab.

"How're we supposed to destroy C.I.B.O.?" Mikey asked. "That thing's nearly indestructible!"

"I've been working on a bomb that will shut down any electronic it comes in contact with directly. It's more powerful than anything I've ever made. Picture a toaster, okay? If I were to blow this thing inside it, there wouldn't _be_ a toaster left. Not even the dust. It would be blown to molecules."

Mikey whistled in appreciation, as did Raph.

"Alright, so we've got our first step. Case, you go in as a scout. Come back out as soon as you know where Leo is, and how they're keeping him."

"Got it, boss." Casey stood up and pulled his golf bag over his shoulder. "Who wants to be the dummy?"

"I'll come with you," Raph said. "The rest of you, stay here. Donnie, April, try to build something that'll help us bust in. Mikey, get some high-energy shakes ready for on-the-go."

"Right!"

"Okay!"

Raph grimaced to himself. They all thought he could pull this off, they all believed he could be a substitute. Well, he thought so, too, once upon a time. But now he didn't; he couldn't. He had never realized how much Leo did for them.

_Elsewhere, at a sewer entrance…_

"Change of plans, Elite," Leonardo ground out angrily. "We're to head back to headquarters. Master Shredder wants the turtles to come to him."

The Elite were silent in the face of his fury. He punched a wall and felt the cement move like butter under his hand. It crumbled and fell.

Leonardo ascended to the rooftops, casting a glance back at the sewer entrance. _You're lucky, brothers,_ he sneered. _Otherwise, you'd be dead._


	12. Recruit

"Recruit, what is the most important goal in this life

"Recruit, what is the most important goal in this life?" Leonardo snapped, facing the newbie angrily.

He quailed under the cyborg's gaze but squeaked, "Serve the Shredder and fight for his glory!"

"I can't hear you!" General Leonardo stepped forward, bring his face practically against the recruit's.

The Foot recruit said it louder and stronger. Leonardo nodded and stepped back, surveying the other ten green Foot. "That's right. You're Foot ninjas now. You serve the Shredder and the Shredder only. More directly, you serve _me_."

He was given the latest batch of recruits because Karai was still training her newest band. They were dressed up in their masks and black suits, each also carrying a weapon.

"I am General Leonardo, equal in rank to General Karai and Hun, Purple Dragon leader. You will obey me, or you will fall. You do as I say, or I will punish you. You will do as your betters say, or _they_ will punish you. It's a dog eat dog world in here, as it is out there. No Foot lasts beyond several years. Do we have an understanding?"

"Sir, yes, sir!" everyone bellowed.

"I can't hear you! When you speak, speak with pride and confidence!"

"Sir, yes, sir!" The cacophony was incredible and Leonardo almost smiled.

"Good. Fall into partners!"

Each recruit hurriedly chose a partner from the man to his right or left.

"These are you best friends in here. You will be bond-brothers. You will watch out for each other. If one of you messes up, that one will be punished and bunked with the other messes in the garbage. The other may or may not be punished.

"Every morning, you will report here for training. An Elite will watch you. I have more important things to do. When I next return, I expect everyone here to be good enough for the Foot. If you are not, you will not be put into the ranks. And that, recruits, would be failure. The Foot does not tolerate or condone failure. If you fail, you die. Simple as that. Do we understand each other?"

"Sir, yes, sir!" Once again, the noise was very loud. Leonardo smiled grimly in satisfaction.

"Good. Fall in and report to the mess hall at noon."

Leonardo stalked back out and Casey breathed out slowly.

_Oh. My. Freaking. God_, he thought to himself. _That ain't Leo. That can't be Leo. He couldn't say those things._

"So, what's his story?" he casually asked a man next to him. They had been brought in together.

"I don't know. I don't _want_ to know." The man shivered. "But did you see the way he glared at us?"

"Yeah. Freaky. I'll go ask a veteran."

Casey wandered around the Foot barracks until he found one of the older Foot members – though no Foot member got _old_ because they died first – and asked if he could learn the background of General Leonardo.

"Oh, him? Yeah, we brought him in a few days ago. Drugged him up and slapped him in a cage for a while. Stockman operated on his brain, and _bam!_ General Leonardo, fierce leader and killer, was born from Leonardo, honorable ninja turtle."

"Why does Shredder have him as a General?"

"Because he is _very_ cruel. My bond-brother smarted off to him once, when he was still learning how to drive. We never saw his body again. His head… It's hanging up in the mess hall. As a reminder. You have to be careful around the General. Some say he can sense thoughts."

"That's impossible."

"Hey, all I know is that he caught an intruder the other day and tortured him until he admitted he was from another rival gang. His hands hang in General Leonardo's bedroom, or so I've heard. No one goes in there under pain of death."

"I heard he's got two bodies," he said. "How's that possible?"

"He's a cyborg, duh. This is called his Elite body. His other is called the Tank. It's so heavy, he has to wear it only in the garage and can't walk around much in it because it weighs so much. But it takes three hundred tons of nuke to blast through part of it, so when we're ready to move on this city, he'll be in the front line. With Karai." The Foot snickered.

"What's that mean?"

"Oh, it seems that even as a cyborg mutant turtle, General Leonardo can still have feelings. He's looking at Karai in his future, I believe. They live together anyway."

"That's horrible," Casey whispered to himself. "Thanks," he said louder. "I'll watch my step."

"See that you do. Half of his recruits make it to full-fledged Foot. And those that survive often are good enough to go straight to Elite."

"Hm. I'll keep that in mind."

Casey walked humbly back to his barrack cot and said hello to his fellows. They asked him about General Leonardo, since word had gotten around that he was snooping.

"He's cruel and we've gotta watch ourselves," he said. "Only half of his recruits make it."

Casey lay down on his cot, thinking. He could back out now and not risk being seen by General Leonardo with his mask off, since his face would be immediately recognized. Yes, that was the way to go.

"I'm heading to the bathroom," he said, wandering off in the direction of the communal bathing facilities. He turned, though, and headed for the garage. He had noticed several good ways to exit here unseen.

He got out easily and slipped underground as soon as possible. Pulling out his cell phone, he called Raph.

"Casey? You calling already?"

"Yeah. I found out enough." Casey shuddered and approached the main door to the lair. "Let me in. I'm at the door."

"What'd you find out?"

"I need to say it _after_ I puke," Casey said quietly.

"Oh…"

The main door opened and Casey ran through, closing the phone. He was faced with the whole contingent of friends and family. With a sick lurch, he stumbled to the bathroom and upchucked his hasty breakfast into the toilet.

"Ewww…" Mikey stood in the doorway, holding a glass of water.

"Thanks," Casey whispered. He downed the glass and looked around the bathroom. Quickly cleaning the toilet and flushing it, he walked back outside and took off his uniform. Underneath, he wore his regular clothing.

"Oh, that feels so much better," he sighed, dumping the black outfit into the garbage with disgust.

"What happened?"

"Let me get something to eat, first," Casey muttered, heading for the fridge.

"You just threw up and you wanna eat?" Don asked, perplexed.

"I need something else to throw up," Casey explained quietly. "Or I'm just going heave up my intestines."

"Oh…"

"That bad?' Raph asked quietly.

"Worse."

Casey spent a couple minutes munching on an apple and organizing his thoughts. He didn't know how to break it to them.

"Alright, guys, good or bad news first?"

"Good," Mikey peeped.

"Leonardo's alive and well."

"Bad?" Raph asked.

Casey winced.

"He ain't Leo."


	13. Daring Plans

**A/N: You are going to hate me at the end of this.**

"What do you mean he ain't Leo?" Raph asked quietly. Casey stood up and led them to the living room. Once everyone was seated, facing him, he held out both hands in a complacent gesture to shut every chatter up quickly.

"Let me explain. From the beginning. When I got in, they said I was to study under _General_ _Leonardo_. I thought, _Oh, they must have copied him or something._ I got a suit, weapon, and mask. Then I was pushed into a room with twelve other recruits. Some had been there for a few days, waiting for enough to be gathered to make a contingent.

"Then _he_ came in."

"Leo?"

"No," Casey said fiercely. "General Leonardo. That ain't Leo, guys. He got all up in this one guy's face and threatened him with death. You know why?" There was silence. "The guy didn't say "Serve the Shredder and fight for his glory" loud enough for General Leonardo when asked what the most important goal in life is.

"Then he told us that only half would make it through training, and that, if we came back and weren't ready for the ranks, he'd personally see the failures killed." Casey felt his stomach heave remembering what General Leonardo had looked like when he said that.

"I went and found a veteran. He explained why General Leonardo was like that. They put him in a cage, drugged, like we saw. But after that, Stockman operated on his brain and he's cruel, evil, not Leo now. Apparently, he can read minds, too, if rumor is to believed. He caught a spy from a rival gang and tortured him until he confessed. The spy's hands hang in General Leonardo's room."

Mikey started crying, leaning on Raph who stared dumbstruck, mirroring Donnie. April was sniffling, Leatherhead was fighting down the slit-pupiled rage, and Professor Honeycutt's mechanical eyes were blinking rapidly.

"The Foot's bond-brother had his head chopped off by General Leonardo when he smarted off once. It hangs in the mess hall as a reminder. They changed C.I.B.O. into the Tank. It's huge, Donnie. It takes three hundred tons of nuke to bust through it."

"Nothing can pierce that, then, without wiping out most of the Eastern Seaboard," Don whispered.

"That's not the worst part," Casey said grimly.

"What could be worse than that?" Raph snapped.

"Karai…"

"What do you mean?" Leatherhead asked quietly. By his expression, he had guessed.

"General Leonardo is looking for her in his future… And they already share rooms."

Raph looked like he was ready to throw up, and Mikey actually houghed dangerously. Donnie and April glanced at each other, Professor Honeycutt stood up and paced nervously. Leatherhead punched a nearby wall angrily, but the pain helped him bring back the anger.

"Anything else?" April asked quietly.

"No… That's all I needed to find out. I know where his quarters are, too. And how we can get in."

"Do you know why they changed C.I.B.O. into the Tank?" Don asked, tugging his lip in thought.

"Yeah… They're planning on taking over the city. Soon, apparently."

"Casey, we need to get inside. Alright, Plan Z Omega," Don said humorlessly. "We've got to infiltrate Shredder's building, grab General Leonardo, and bring him here unconscious. I'll shut down his suit so he can't turn on a locator beacon or something. We'll need to keep him under tight surveillance, too, and in the force-field cage at all times. Leatherhead, Professor Honeycutt, and I will be the only ones in direct contact."

"Why only you?" Raph spat.

"Because we know how to shut him down if need be," Don explained patiently. "Really, Leatherhead should be the only one who goes into the force-field. Sorry, LH-"

"I understand and agree," the crocodile interrupted. "Let us plan our invasion soonest."

_In the Shredder's Fortress…_

"Leonardo, what is it?" Karai asked, noticing that her friend was beating the pulp out of a punching bag. It littered the ground at his feet, too. She put a hand on his shoulder and stilled his movements with touch alone.

"I sense trouble in the future," Leonardo growled, facing her. His look softened, though, as she blinked. "Ah, never mind. Probably just a stupid feeling."

"Leo, you're a ninja. You're supposed to be _trained_ to sense such things. If it's a feeling, you should follow your instinct."

"Nah, it's just a nagging thing. Ignore it. I will." He turned fully around to her and grasped her waist. "Come with me."

"Why?"

"I'm going to ask you something and I don't want to do it. Follow me." He took her hand and led her to his private dining room. His servants had set it with black and red silverware, plates of pure ebony, and goblets of spun crystal. It was a small table, letting them sit close together.

As they ate, Karai thanking Leo for inviting her, they chatted about dealings with the Purple Dragons, the new recruits, and trivial news from the outside world.

As the dessert came, Leo stood up and served Karai himself. She didn't see him pop the small item into her cheesecake, her favorite type of desert.

However, she felt it when she bit it. Gasping a little, she opened her mouth again and gently split out a ring. She looked at Leo, who was still standing next to her. He smiled and took it from her, lifting her hand.

"Karai, would you consider a future at my side?" he asked softly, his eye gazing down lovingly. The red light in the other was turned off, signaling that he was staring at her with only one eyeball.

"Leo… I would," she answered finally. "I would like that."

Leonardo sighed in relief and slipped the ring onto her finger, then pulled one from his pocket and put it on his own thicker finger. The metal clanked slightly as it slid on, a perfect fit.

"I was hoping you would say yes," he breathed, pulling her gently to her feet. "Master Shredder agrees. Would you like to formally announce it tomorrow?"

"That would be best. It is late."

"There is plenty of time in the night left," Leo mused, looking at the clock. "It is hardly ten. Care to join me for some late-night fun?"

"Surely."

They headed for the pool and floated around, talking about possibilities for the wedding. They agreed to wed after Shredder's takeover of New York, because then it would be legal and they could do it in public with Karai's other friends, outside the Foot.

Then they sank into a comfortable silence, each preoccupied with thoughts of marriage.

Leo lay on his plastron in bed that night thinking. Beside him, Karai turned over slightly in her sleep, tucking her head under his chin. He rested an arm gently on her side and pulled her close to him.

"Good night, my love," he whispered, kissing her jet-black hair. He always liked her hair, even though she said it was nothing special. Just to have hair was a really neat concept to him.

_The next morning…_

"Wake up, honey," a voice called. It jolted Leonardo awake because Karai had _never_ called him anything other than Leo or General Leonardo. "Good morning," she giggled when he opened his eye.

"Good morning." He kissed her gently, though that was harder than it seemed with only half a face. "Hm. I'll look into restoring the right side of my face."

"Thanks. I mean, it's not so noticeable, really, but… Oh, stop teasing me!" Leonardo smiled as Karai hit him gently.

"Would you like to go talk to Master Shredder?"

"Certainly," Karai nodded, getting out of bed and heading for her rooms. Leonardo stood up and followed, leaning on the wall as she dressed nicely. He nodded at her appearance and donned his weapons, buffing a small section of armor that was tarnished a bit.

They knocked on the throne room's door and were invited in immediately. Only Shredder and Hun stood inside; the court had not come to order yet. Today was Court Day, wherein members of the Foot with feuds with another ninja would bring their complaints before the two Generals, Hun, and Master Shredder. These four would discuss the complaint and decide whether it was worthy having a death fight over.

Leo and Karai told Shredder and Hun their great news. Hun growled, jealous that the cyborg had "landed such a hottie", to which Leonardo challenged with, "at least I can hug her without worrying about crushing her".

Shredder stopped the small fight with a raised fist. Leonardo fell silent and knelt, followed swiftly by his fiancé and Hun bowed low.

"I wish you the best of lives together," Shredder said. "But there is time enough for that later. I will make the news known, and you are excused from Court today, if you wish it."

"Thank you, Master, but I will attend," Karai said.

"I thank you, Master, and I will take your generous offer. I must see Stockman about restoring the right side of my face," Leonardo chuckled. Shredder nodded and the cyborg backed out, bowing at the door and exiting quietly. He headed for Stockman's lab.


	14. Plans Within Plans

Leonardo entered the lab when he got the all-clear signal from the other cyborg in the building

Leonardo entered the lab when he got the all-clear signal from the other cyborg in the building. He entered with a grin on his face, at which Stockman started and backed up a few steps.

"What do you want?" Stockman asked warily.

"Is it possible to restore the right side of my face?" Leonardo demanded, picking up various tools and examining them.

"It should be," Stockman muttered. "It may not be, though. Why?"

"Never mind that, Stockman. Can you do it?"

"Yes, General Leonardo."

"You had better not mess this up," Leonardo growled, lying down on the table Stockman indicated. He removed the joints holding the metal mask in place, which Stockman removed.

"I'll do my best, General Leonardo. Do you want to be awake or asleep?"

"Shut me down, Stockman. I want some rest anyway." Stockman nodded and tapped in a command on a keyboard. He came over with a small needle and injected the liquid inside into Leonardo's neck. The cyborg fell asleep instantly.

_Elsewhere…_

"Raph, we've got a plan," Don announced, coming back into the main living room. "You, Mikey and Casey will be our first line. You will be the distraction. Professor Honeycutt and I will head in through the garage. We will look for a Foot to take us to General Leonardo. April and Leatherhead will follow us, but split off to find the Tank and blow it up if possible. If not, they will try to destroy the wiring so it can't be used as an exo-suit."

"Sounds like a plan," Raph grunted, standing up from the seat at the table he was in. "I'll get ready."

They all donned their battle gear and Donnie handed out powerful bombs, things he held on to in a locked safe, wrapped in very thick insulation to keep them from jouncing. They could blow out the whole lair, if allowed to detonate.

Mikey put Klunk in Leo's room, just so the kitten wouldn't pee in his. He wanted a joke to be played on Leo when he came back to them. It would help, he surmised.

"Ready?" Raph asked when everyone was assembled before him in groups.

"Ready," everyone responded.

"Let's go," Raph ordered, keying in the code. They moved into the elevator, barely fitting but unwilling to separate quite yet.

_Later, elsewhere…_

Stockman muttered to himself, applying another touch of nanobot-created flesh to General Leonardo's chin. He used computers to make sure it was perfectly symmetrical, making the smallest adjustments no human hands could manage.

He looked at his work and finally nodded, pleased. _One would never know he lost it,_ Stockman prided himself.

He had used the general mold from the metal plate to create the face. Stockman left the red eye in, so when General Leonardo opened his eyes he would be greeted by the same vision, one normal from the left and the other cybernetic on the right.

He keyed in a code and General Leonardo stirred. His eyes snapped open and he looked at Stockman with a flicker of confusion. It was soon gone, though, as he raised his fingers and touched the right side of his face.

"Good job," he awarded, standing up and accepting the mirror Stockman handed him. He examined the work critically and smiled. "Perfectly symmetrical. And it has nerves. Very good."

"I live to do perfect work," Stockman said. "Will that be all?"

"Yes. Thank you." It was rare for General Leonardo to praise anyone. Stockman felt his pride swell as General Leonardo walked out, heading for the garage.

When he got there, he didn't notice the shadows watching him. He headed over to the recruit area and watched them train for a while, barking an order here and there. Then he called the Elite over and told him to dismiss the trainees and bring the Elites to the practice ring.

_Elsewhere in the room…_

Don watched with amazement as Leo walked among the Foot soldiers. The right side of his face had been restored. He didn't even move cautiously. Everyone else, did, though, and stayed out of his direct line of sight.

_Back to General Leonardo…_

"Very good," General Leonardo applauded. The two sparring Elites stood down and tapped their weapons together in an end-of-match ritual. "You, Elite Komain, face me."

The Elite who had won the latest bout face Leonardo and put his weapons up carefully. Leonardo drew his own swords and tapped them agains the Elite's katanas.

They stood still for a moment before General Leonardo attacked. The Elite was hard-pressed to stand against his attacks, much less attack the general himself.

"Come on," General Leonardo hissed. "Attack!" He stepped back, allowing the Elite to get time to execute an attack. It was very sloppy, though, and Leonardo disarmed the Elite easily. "Pathetic, Komain. Keep practicing. When we take over, you will need to lead the Foot as much as any other Elite."

"Yes, milord," the Elite answered softly. General Leonardo nodded and the Elite bowed deeply, walking away.

_Did you enjoy the show, brothers?_ Leonardo asked, chuckling slightly. _Really. I trained with you for so long you are pathetically predictable. Not to mention, Donnie, that your bombs are fused with so much energy I can't _not_ see them._

He headed for his own quarters for a bite to eat and to clean his katanas. Karai met him in the hallway, on her way to the hot-tub for some relaxing soaking. Leonardo declined to join her and entered his rooms instead.

The large bed dominated the bedroom. A couple dressers – filled with clothing and his chest plate hologram transmitter – and a desk and chair completed the room. The walls and ceiling were black, the carpet a deep red.

He entered the bathroom to clean his face a bit. It was black all around, the silver in the shower and other handles glinting eerily. The sink was surrounded in pure gold and silver dust, stuck to the counter. It glittered in the light cast by the single lamp.

His study, which he rarely entered, was barely used and had only two desks and a few chairs in it, plus a couple bookshelves with past records of Foot reports from other Generals.

Leonardo went back into the bedroom and strapped on his chest plate. He wanted to go out with his squad tonight, scout the area. Activating the hologram, he hummed to himself as he dressed and checked his appearance.

A snick alerted him to more followers. He turned around slowly, surveying the room. He spotted them and shrugged. Four of his former friends. No problem. He headed out for the pool to tell Karai he was leaving. She was out, getting dried off.

He was aware of the watchers and so came forward, wrapping one arm around her waist and placing his lips on hers. Karai placed both hands on his shoulders, fingering the two small metal spikes Stockman had made because Shredder liked the idea. They were useless as anything but to signify his rank, as if he needed that.

"I'm going to go out with a squad tonight, Karai," he whispered, placing his forehead on hers. "Wanna come?"

"I have things to do here, Leo, but don't let me stop you. Go ahead. I'll be waiting for you."

"As always."

He moved away and felt the anger and pain of his brothers wash over him. He snorted softly and headed next for Hun's lair. He wanted to take some Purple Dragons, maybe find something to high-jack just for the fun of it. Maybe some nice jewelry for Karai…

"Hun," Leonardo barked, seeing the giant walking in another direction. The large man turned his head and smirked.

"Ah, General Leonardo," he greeted in his deep voice. "What brings you to my quarters?"

"I will be taking a squad out tonight. Assemble a contingent of Purple Dragons. We're heading back to the warehouse. And, Hun, put together a good crew this time. Those sissies last time were terrible."

"I would if I were you," Karai added, walking up and placing her hand on Leonardo's shoulder. "Or else we might be taking over the Purple Dragons."

"Ha!" Hun laughed. "You couldn't command their respect if you bit them, Karai."

"Maybe not, Hun, but I think you will find they would obey us both."

"Get a squad together, Hun. I want faster people this time."

"Alright, alright, keep your circuits on, metal boy," Hun growled, walked smoothly away.

"Well, see you tomorrow," Karai said. "Master Shredder has something for me to do. I think he wants something. Ah, go and have some fun." She exited as well, and Leonardo looked around, running a hand through his illusion-hair.

"Well, my brothers, what do you think?" he asked, smiling. Four startled heartbeats made themselves even more pronounced. "Come, come, now, I won't turn you in quite yet. Feel free to explore. But remember, if my Elite catch you, you're dead meat." The four heartbeats faded away, signaling that the turtles had left. Leonardo snorted in contempt.

"Since when did you threaten your brothers?" a chilling voice asked. Leonardo turned his head to gaze at Shredder and bowed.

"We have followers, Master," he said humbly. "My brothers and some friends have infiltrated the base."

"Very good. Begin Phase One. Alert Stockman and have him restore the floors. Then go strap in," Shredder ordered.

"Yes, milord." Leonardo watched his master retreat before opening the communication to Stockman, robot to robot. "Stockman, reinforce the floors. Phase One begins."

"Roger." The robot's voice was complacent. "Meet me in the garage in five minutes. Tank will be up and ready by then."

"See you there."

Leonardo cut the communication and slapped his chest, deactivating the hologram around him. "And now, the fun begins."


	15. Capture

"Alright, new plan," Donnie said hurriedly

"Alright, new plan," Donnie said hurriedly. The entire team was huddled in Leonardo's rooms. He shuddered as he looked around; the furniture screamed cruelty somehow. The whole place felt like a lion's den. A _fierce_ lion's den.

"Yeah. Did you see him? Leo's gotten faster," Mikey whispered. "And stronger. It takes us a lot to defeat an Elite. He did it easily." He shifted and brought his hand to the carpet before sitting down gingerly.

"And he knew we were there," Raph growled. "He's gotta have better hearing or something, 'cause no one else knew. He could probably sense our heartbeats."

"Correct."

They all whirled as Leonardo walked in, alone but armed. He didn't pull his katanas though the intruders did. Instead, he crossed to his dresser and pulled out a drawer, rifling through some papers. He undid the tie he wore with one hand, ignoring his guests completely.

"Aha," Leonardo murmured, picking up a piece of paper. "Knew I forgot something. Oh, you're still here?" He turned around and eyed his brothers before shrugging and pulling off his shirt. He tossed both items onto the bed and took off his pants.

"Leo, what's wrong with you?" Raphael shouted.

"You are really bad at this," Leonardo sighed. "Usually, we used to exchange threats, Mikey would crack a joke or two, you'd get all "don't even look at my or I'll kill you", you remember? Then we'd attack. But when we were infiltrating, we _never_ shouted. Is my absence destroying your training so much?" He shook his head and walked past them into the study, with the paper in his hand. "Three more down," he muttered to himself, surveying a board. It had names written all over it. Deliberately, he erased three of them.

"Oh, and tell Casey that he really needs to work on putting on some different after-shave when he tries to infiltrate the Foot. I could smell him from a mile away."

Donnie was completely out of words, ideas, and was bordering on thought shut-down. Raph was getting angrier by the minute, and Mikey was about to cry. Leatherhead, April, Casey, and Professor Honeycutt were staring at the cyborg as he threw the paper onto his desk carelessly and then reached for a book.

"So, why are you here? Master Shredder doesn't like you very much, and neither do Karai and Hun. Not to mention, the Foot are pretty angry with you. I wouldn't worry about the Purple Dragons, unless you have really fallen out of your training." He scanned the pages of the book quickly before shaking his head slightly and putting it back, choosing another.

"What are you doing?" Donnie asked curiously.

"Oh, looking for a manual. My car's engine is shot – some punk hit it in the warehouse, I think – and Karai said she had put a book on mechanics in here. Somewhere."

"Wait a minute. This room looks hardly used," Raph mused, looking around. "And you're not acting like the fierce General Leonardo that we've been hearing about, and even spying on. You're like the old Leo."

"Hm. Maybe. I don't really remember that part of me. Master Shredder is quite thorough. And as for acting, of course I have dropped that. I'm not some tyrant or anything."

"What about that dude's hands that supposedly hang in your room?" Casey asked, quailing as Leonardo whirled on him.

"_He_ was a spy. I will crush and destroy anyone with ill intentions towards my master," he spat, stalking past them. "You have three seconds."

"Before what?" Donnie demanded, but suddenly the room flooded with gas. Donnie's last vision was of Leonardo, who stood over him with a grin.

"Fool."

_Later…_

"Wake up, little turtles," a familiar voice called. Raph groaned, opening his eyes. He faced a bright light and winced. Donnie's voice came from his left as the mutant scientist hissed slightly in pain, and Mikey yawned loudly from his right. Leatherhead, April, Casey, and Professor Honeycutt were not in the room that Raph could tell.

"Where are you?" Raphael demanded, looking around. The normal lights came on as the bright one faded.

"Right here, Raphie," Leonardo chuckled. He was standing right in front of them. The hothead tried to sit up on the table, but he was tied down securely. Don and Mikey were, too. "Don't try to struggle. It's pointless. Those held me in C.I.B.O."

"Why bother letting us live?" Raph hissed. "Because you want some toys?"

"I'm touched, Raph. And hurt. You don't know me very well. Stockman has dibs on the other four, so I got you three. Leatherhead's skin was very interesting, by the way. Many things could be learned from studying him."

"Was?" Don choked.

"He's dead." Leonardo's voice was almost careless, but Raph thought he detected a hint of disdain. "Stockman has no idea how to kill something, I must say. Terrible." He sighed and shook his head. "But that's not why I have you here."

"Then why don't you tell us, Fearless?" Raph snarled.

"Fearless…?" Leonardo took a step closer and cocked his head to the side, confusion in his eye. Don sucked in his breath. _If they used the method I think they did, we could shock him out of it! He'd be our Leo again!_

"Raph, quick, say other things," the brainiac shouted.

"What the shell are you talking about?" Raph demanded.

"Leo just lectured you about going out. _What would you say?_ Do it, Raph, just trust me. We can talk about it later. Mikey! Start saying stuff you would normally to Leo, the old Leo."

Raph shrugged but began blowing up in Leonardo's face, and Mikey joined in with jokes about his cooking skills, video-game skills, and how he trained all the time. Donnie watched Leonardo carefully and noticed sparks emitting from his head.

"Leo, let me go," he ordered softly. Leonardo gripped his head and whispered something.

"Stop it."

Raph kept pushing, though, as did Mikey. Leo stumbled once and fell against Don's table.

"Leo, let me go," Don commanded sharply. In a daze, the cyborg did as he was told. Don caught him as he fell and put him on the table instead, locking the restraints in place again. Then he freed his now-silent brothers.

"It's _not_ permanent, Raph," Donnie said gleefully. "Stockman installed a chip that overrode Leo's natural impulses with Shredder's ideas. That's why he was so different. But when he heard things that he's always heard – your smarting off, Mikey's joking – he had no choice but to respond in a way that has been ingrained into him almost since the mutation. The chip fried itself trying to push these impulses back. You see?"

"Kind of," Raph muttered. "Now what?"

"Now I have to remove the chip and we're outta here!"

"What about Leatherhead, April, Professor Honeycutt, and Casey?' Mikey asked quietly.

"I don't think Leo was telling the truth. Remember? Leatherhead's skin is really not all that interesting. I've checked. We have to find them. _After_ we free Leo."

"What can we do to help?" Raph asked, rubbing his hands together slightly. The three turtle brothers surrounded their unconscious leader. Donnie felt along the side of Leo's face and pushed a button. The right side of his face lifted and they could see the hardware beneath.

"Here it is. Raph, I need you to hold his head steady. This is going to hurt. Mikey, talk to him. Anything, but keep him attention on you. I can't have the chip reactivating, so say something you wouldn't normally. In fact, talk like Leo. You know, honor and ninjistsu stuff?"

"Alright. Hey, bro, you need to train more. Honor is the best goal in life. Those without honor die without honor." Mikey kept on the honor train for a while before switching to ninjistsu and repeating a few of the lectures Leo gave to Raph.

Donnie, meanwhile, used a careful finger to move wires aside, revealing a small chip. It looked innocent, but was actually one of the most deadly weapons in the world. If Stockman mass-produced these and sold them to anyone, the entire world would go nuts. Governments could install these in babies and have completely mind-controlled citizens.

Raph held Leo's head gently.

"Done," Donnie whispered a few moments later, holding up a small chip. Leonardo groaned and opened his eyes slightly, peering up at Raph who stared back.

"Hi. Who are you?"


	16. Shut Down

"Excuse me

"Ex_cuse_ me?" Raph sputtered, shocked. Leonardo looked up at him and then at his brothers with a confused expression.

"Leo, look at me," Don ordered. Leonardo's eye latched onto Donnie, who started asking him questions. "What is your name and title?"

"Hamato Leonardo, General of the Master Shredder, student of Master Splinter, brother to Hamato Raphael, Hamato Michelangelo, and Hamato Donatello. Half-human, half-turtle mutation, also known as Leo. Cybernetic organism, commonly called a cyborg. I think that's it."

"What is my name?"

"I don't know."

"Who is that?" Don pointed to Raph. Leo studied him for a moment.

"A green talking turtle," Leo pointed out. "Look, who are you and what are you doing?"

"Leo, you lost your memory. I'm _trying_ to get it back."

"If cyborg loses memory, full shut down is required. System will reboot in ten… nine… eight…" Leo's voice was mechanical, and in fact came from the speaker on the panel that Don was looking at carefully.

Don glanced at Raph and Mikey before pushing a button on Leo's forearm access panel. A whining was heard and then Leo's red eye blinked off and he relaxed. Suddenly, he sat up, knocking Raph away, and gasped.

"Don! Raph! Mikey!" he cried, looking around wildly. "What's going on? Why am I in here? Why do I feel like I've come back from something terrible?"

"You were about to dissect us, I think," Don said humorlessly.

"_What?!_" Leo was hyperventilating now and jumped off the table. He paced quickly, listening as Don described what had happened and who he had been. At the end, he touched a hand to his chest plate before hugging himself.

"I did… that?" he whispered, looking down. "I'm sorry, so sorry." He kept babbling, wondering what the shell he had been thinking, until Raph came over and slapped him. Leo looked at him before nodding in understanding.

"Right. You're right, Raph. There _was_ nothing I could do. I know where Leatherhead is. Follow me." He started to walk out but Donnie stopped him.

"Leo, we're in the middle of Shredder's fortress. We can't just waltz around."

"I can't as Leo, but no one knows I'm not General Leonardo anymore," Leo smiled. "Strap yourselves back in. There aren't any cameras in this room, so no one knows. I'll go get into the Tank and be right back for you."

"Why the tank?"

"Leatherhead is in no condition to walk by now," Leo explained quietly. "I gave Stockman the okay to begin dissection. I'll need it anyway, to bust a hole through this place."

"Can the floors support it?" Don asked, glancing at the tile underneath his feet as Raph strapped him back onto the table. Mikey was securing himself, and Raph would help him strap his arms in before tying himself down lightly.

"Yeah, Stockman reinforced them all because we-" Leonardo shuddered- "planned to have me walking around in it a lot once the invasion began."

"See you in a bit," Mikey said cheerfully. Leo cinched a belt tight on Raph and then jogged out of the room.

Once outside, he relaxed slightly and walked purposefully towards Stockman's lab. He could hear Leatherhead's pained gasps and banged on the door loudly. Stockman answered it and Leo pushed right in, glaring the scientist down harshly.

"Yes, General Leonardo?" The robot was not happy being interrupted.

"Shut down," Leo snapped. "Command code Alphe-Sierra-Delta-Omega Leonardo Eight-Five-Five-Ceta-Nova."

Stockman's cry of surprise when Leo started the code was cut off as Leo uttered the last digit. The robotic body slumped and whined to a halt, leaving only life-support systems online.

"Leatherhead!" Leo gasped when he saw his friend. Stockman had been busy, skinning the forearm of the large croc. Leatherhead glared at Leonardo with hatred. "It's me, Leatherhead. Leo. The old Leo. I swear, I had no control! Let me help you."

Casey lifted his head from another table, and April and Professor Honeycutt also made their presence known. Leo unstrapped them quickly before administering a pain killer to the mutant crocodile and wrapping his forearm tenderly.

"Alright, Leo, what's the main goal in life?" Casey growled, grabbing what he thought could still be the enemy by the throat. Leo chuckled and answered truthfully.

"Honor and family before all else, Casey, you know that. Ninjistsu training and serving Master Splinter."

"Alright." Casey dropped Leo, who landed with a clank.

"Fortify yourselves for a while. I need to get the Tank so I can carry Leatherhead and then we'll get my brothers. Stockman won't be waking up until Shredder or Karai gives him the code."

"See ya in a few, Leo," April said, hugging her friend even though his cold metal skinned scared her a little. "Welcome back."

"Good to be back," he said quietly. Before he could think about what he had done, for he knew he wouldn't go on if he thought about it, he turned and ran to the garage. A few Foot called wary greetings, but mostly his path was clear.

Two unsuspecting Elites helped him into the armor and he soon stood ready to bust his friends out of there.

"We're going to run a training drill soon. Stay in your quarters until I fetch you. Personally. You do not come out until then. Do we understand?" Leonardo asked, trying to be as threatening as he could be.

"Yes, High General," the Elite swore. They ran to their barracks.

"The rest of you, go to the cars and get ready for my signal. When I sign, you must all be in your cars and ready to go within ten seconds. Got it?"

The Foot who could hear bellowed a confirmation and passed the information on until everyone knew that they were having a "training drill". Smiling to himself, Leonardo walked gingerly back towards the cells, keeping close to the walls.

He busted through the door since he didn't have the hands to open the doorknob. Raph pulled himself free and his brothers followed suit. They stared up at Leo's face, which now stood almost ten feet above them. The ceilings in the Shredder's fortress were high, so he was able to stand up fully. His armor was incredible, painted a deep black that wouldn't glint even in full daylight. Also, he had shoulder-mounted weapons and his hands slid back to reveal plasma guns.

"Shell," Raph whispered.

"We don't have much time. While I defend us, get everyone out of here and into the lair. I'll dump this and initiate the self-destruct. It'll damage it beyond repair. I'll meet you in the lair."

"Sounds like a plan," Mikey said, trying to be cheery. "Any room in there for passengers?" he asked hopefully.

"Nope. Packed tight with weapons, grenades, and armor. Follow me and keep down. I don't want it known quite yet."

They met no opposition, though a few Foot passed them. The ninja were quick to duck into a side alley or press themselves against the wall and bow to Leo as he walked past. Only his brothers saw him wince at the action of humility towards him.

Once again, Leonardo hit the door of the lab and walked through the splintered remains of some of the strongest metal known to humans. Casey whistled as he looked at Leo, who quickly accessed a computer. In the distance, a siren blared.

"We've got five minutes until we have company," he said. "That's the siren for the other side of the building. The Elite are in their rooms, and the Foot are by the cars. All in one place with a _whole_ lot of bombs between 'em." Leo smiled grimly and opened a compartment in his hip.

"Here. These are Utrom bombs. They should incinerate anything within a hundred yards, so toss them far. Alright, let's do this." He handed a few grenades to Don and Raph, who had the best aim and throwing distance. Casey and Mikey got two smaller bombs each. Leo picked up a drugged Leatherhead, and April perched on his upper arm to stay protected and watch over the hurt croc.

Leo closed his good eye and a shield flowed over the bundle in his arms and April as well. His head poked through it and it attached to the back of his shoulders. The guns on his shoulders heated up with a hiss.

"Ready?"

"Ready," everyone answered truthfully.

They wandered through the halls, marching through the resistance easily. Leonardo usually got everyone, but one or two slipped by a few times only to meet Raph's Sai and Casey's bat. Don and Mikey stayed close to the Professor to protect him.

They were soon in the garage. Leonardo's shoulder weapons fired in a blinding fit of rage. Cars blew up and Foot ninja screamed.

"Run!" he ordered. April jumped down and ran with her friends out the garage door that Leo had blasted through. Leo lobbed a few bombs into the melee that was left of the cars and then ran through the wall, putting his shoulder forward to protect Leatherhead.

He dumped the Tank half way between the lair and Shredder's fortress, initiating the self-destruct and then salvaging a few weapons while the countdown started. He heaved Leatherhead up with his super strength and jogged towards the nearest sewer covering.

He quickly slipped inside and went back to the lair. Half way through the door, he was met with the swarming hands of friends and family, who took Leatherhead and guided him to the couch. He sat down wearily.

"So…" Leonardo didn't know what to say. As he rubbed his face with one hand, he felt something round hit his cheek. He opened his eyes and stared at the ring before slipping it off quietly and handing it to Raph, who gazed at it for a moment. Then the hothead smiled evilly and tossed the soft gold into the fire. It melted, forming a half-heart puddle in the brick floor.

"I think that about sums it up," he said gruffly, sitting down next to Leo and wrapping an are around his brother. "Welcome back, bro."

"Thanks."

**A/N: The end. That was fun. Short, sweet… So, tell me what you think. And don't forget to poll! We're still at a tie!**


End file.
